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Home My WebLink About05-12 BPG Prop. Proffer Rev. - Stonewall Proffer Revision - Backfile (2)�:l REZONING TRACKING SHEET Check List: )) Application Form `� Fee 8� SiLyn Denosit Proffer Statement ✓ Deed I` Impact Analysis Plat/Survey Adjoiner List Taxes Paid Statement= / File opened Reference manual updated/number assigned !� D-base updated Copy of adjoiner list given to staff member for verification y Color location maps ordered from Mapping Application Action Summary updated Planning Commission Meeting ACTION: Board of Supervisors Meeting ACTION: ,r-1,? q1 a Signed copy of Resolution received from County Administrator and placed in Proffers Notebook together with proffers Z_ 4� /, Approval (or denial) letter mailed to applicant/copy to file and cc's i Reference manual updated ( D-base updated Application Action Summary updated N /1 File given to Mapping to update zoning map A-, A Zoning map amended Sys ID # I \ O c L C c0 (U E O vQ to p N Y � N C > Q Z3 O +� L �D C QJ L U tw Y G L �Gi a� E Z �o c O i O > ,IT Ln RECEIVED FROM ! eaoRGcc l l�i ❑ FOR RENT ❑ FOR DATE C� NO. 124533 �d DOLLARS $ ACCOUNT I I ICASH AMT. PAID CHECK BALANCE MONEY .i L-1 AS- ��SL I —R- BY _AW PROJECTDERIC, O ALTA/ACSM SURVEY COUCATION on the Property of ROBIN HULL & t_ a Q KAY MARIE MORRISON 4 �' STONEWALL MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA ` 1 1 TRIAD PROJECT NUMBER 07-06-0072 V I R G I N I A VICINITY MAP LAWYERS TREE INSURANCE COMPANY TREE COMMTMEM NUMBER 08-001962, 1" = 2000' REVISION /1/COMMERCIAL CONNECTION NO. 11447970. SCHEDULE B-SECTION 11 EXCEPTIONS. N0. Ibtrr; t� Nbwtdtr t, Nm OVERALL LAYOUT: asolrbola w�avl�ddap 7) RIGHT-OF-WAY TO CHESAPEAKE AND POTOMAC TELEPHONE COMPANY RECORDED 71N ItNlNIIYQ Mp1�1IYQ IN DEED BOOK 165 AT PACE 518 MAY AFFECT THE PROPERTY. INSUFFICIENT I HLUA/OKAYIMIt MOPWMell PHYSICAL OR RECORDED INFORMATION TO ACCURATELY LOCATE. 1II1CYMMMUMpOM1N L1 wreftNrF[ r"MM110 fINtM0"hwAn 1umourOOCr IMpNINMLOMMICT 8) EASEMENT TO NORTHERN VIRGINIA POWER COMPANY RECORDED IN DEED lId01'J' C00INIY.11t>dM lld0aC00ufIY,VOwM i t 'I f BOOK 164 AT PAGE 154 MAY AFFECT THE PROPERTY. INSUFFICIENT PHYSICAL d batbt dratd add pabd r OR RECORDED INFORMATION TO ACCURATELY LOCATE. 0ftd0ipdbdalffwfldasardtabtatlydb drb ON ptlbt 010ft" taafraWtOawr fad (tdtpwbw ladbtdwtrwrrfaddaArtadU0 Rtd 11addmfr brpwMa glyddwwwaOy Kpdafw tladl!•Rtb ll ada am r r \'-\ ��rJl 9) EASEMENT TO NORTHERN VIRGINIA POWER COMPANY RECORDED IN DEED b to dew rdt d Rbb lbd and MINT ban%lObfYat. Is Dltttdd lw Old BOOK 235 AT PAGE 59 MAY AFFECT THE PROPERTY. INSUFFICIENT PHYSICAL F_ OR RECORDED INFORMATION TO ACCURATELY LOCATE. 77taw 4patttp ndd adtrytpdafaq Otad U0 Rtb 11 ad f1adp Thwmdpar0ttad0aabfy AW*dwW0radUALftutl1ad matt Li Cc: r r 1 aft as dlr r.tb d RAM ad ft lrb Maiftm to lotpaI ratat ad tat add DwOM tr Ono N7040iilrW. RWM bd to a- pad ad 1- O ` t 10) EASEMENT TO NORTHERN VIRGINIA POWER COMPANY RECORDED IN DEED 0lri4l"`t1.4a1.02bdedf0wpa4tddbftbbp pddbtaaatrb Oteaa H Z BOOK 235 AT PAGE 356 MAY AFFECT THE PROPERTY. INSUFFICIENT PHYSICAL W.ad'*fa. OWd. Vl OR RECORDED INFORMATION TO ACCURATELY LOCATE. 1014r4WWAVATbdbwboandttty Tht tltpatrp imild Oadf V 0f®ad 1Yai0ttttt add Choln W. 11) EASEMENT TO NORTHERN VIRGINIA POWER COMPANY RECORDED IN DEED NIPdT00M. tttJObddbatbw lad latay ad'p0a0.Otd*N1r4 4VW.7M'70/WIpa Val lad bn4 NO lad Grp BOK 241 AT PAGE 59 MAY AFFECTOTHE PROPERTY. INSUFFICIENT PHYSICAL attr tfarj�l�10al�rtlad0rdr•Rtb M. OR RECORDED INFORMATION TO ACCURATELY LOCATE. N2r4r4irW,t bdbdbwadfv4 INTERSTATE 81 afdadbtapatta adtfrpddab/ttadbdaWlt DabNad �'p 1%0=dtaipMM0RftW ad JW*&Otd/adf,- I o tadd 12) EASEMENT TO NORTHERN VIRGINIA POWER COMPANY RECORDED IN DEED NEr-111V1M,%MMbtdbaadelms ba0d (LIMITED 1 �- BOOK 245 AT PACE 290 MAY AFFECT THE PROPERTY. INSUFFICIENT PHYSICAL '�~ 0d1�btYdda1dt01d~bwff�l0�rlbfb ACCESS- [ � TM 33 ((A)� Thrabdlpabpaddcow&*barPkmRdow 4r1Ybumlotad YadosWANo" l W%06WV O'MIMYdbdtkdmlmxd 114=z OR RECORDED INFORMATION TO ACCURATELY LOCATE. /`'-= PRCL 109 tlaaep wry tied ldadbfr rab N 1ng ar-aM R.O.W. aft atdd fdDJt bdbObm Obr Ti WM a et add pi p btl4 p nrb Datdd O. an ad - agrftp atdd atr•y dddaleyfled Maddt RtbN ',; _ / 13) EASEMENT TO NORTHERN VIRGINIA POWER COMPANY RECORDED IN DEED pVARIES � / � ' _ 1L18.9306 AC.t MbOaaltaddaOr taAdRatlY ad l4>,r Yrb lrllotbbdoabp BOOK 245 AT PAGE 305 IS SHOWN ON SURVEY. T7taw OWN" atl at o III f j maps be dbdtdd Rtda N ad aenw atl arwe / 14) EASEMENT TO NORTHERN VIRGINIA POWER COMPANY RECORDED IN DEED fttbbt aft aid DmW&dib tNti<r'4r'L 794YI be fap batd a a has pd Il ATOItOT fT7.Qbabat ad btet4 all ndOdp attr rtfatadard 0N°MN'0. 000Abdbatbmfed bay / / f l�i BOOK 245 AT PAGE 311 IS SHOWN ON SURVEY. ttladayd/0da�t1adU0 Rtd 71 " /r (� <� / . 0N�a07, 3" big ID at bw fad Mud 15) EASEMENT TO NORTHERN VIRGINIA POWER COMPANY RECORDED IN DEED 71t0� ftW Of01d10. btlttad aweparadlatwy BOOK PAGE 480 THE PROPERTY. PHYSICAL //r 290 AT MAY AFFECT INSUFFICIENT t10Mad�rtttdlNlflrllTM+Nbddditrwdatfwbtr q'ptam pndTa07F W.tr bdbwbalftdWy OR RECORDED INFORMATION TO ACCURATELY LOCATE. / a0ahNewmad@6N"W4 Od4r4Ww,dadwdrddt aWwahm pm to dbfwdaW tadtf0, ftdaafaft,bd1A 14b11. / tttlt 7 N6dUeNMW lO�lt�drdad r !�// / EASEMENT 16) EAMET TO VIRGINIA ELECTRIC & POWER COMPANY RECORDED IN DEED r TM 33 ((A)) BOOK SE PAGE 47 IS SHOWN ON SURVEY.N��wN{r~'brOtYdt�Off~wYffILOtttrw Tltaw�am gaf0padddafldtddRtllllNadlOptYebYmYm/ OwfiKTYp t10)td�f,raw�brttwaadltlgbdwb,aaf itttllaptiffaddwallye4ddaiqtddlARfd110111"'Wf1M.tea 1 PRCL 110 faf0ldlob dt11001tL ba b at bat rod tall atl �u bddtf tawdaa0wbta MtaM r /'/ / r / 18) EASEMENT TO VIRGINIA ELECTRIC & POWER COMPANY RECORDED IN DEED / r 40.1464 AC.t enarAputabad0,N0mtalaaa0ddl�d��NTN00tltd0tdiit / BOOK 327 AT PAGE 34 IS SHOWN ON SURVEY. b�01t•,tpQI1N.i6/7lbdbta prtdtd�ll0t/fdaOaYfK/Nt / 11 / waaata 7ldddrtlbt b ayry baatibrtrlwff / / !r// U.S. RT. 11 19) AGREEMENT TO VEPCO RECORDED IN DEED BOOK 383 AT PAGE 498 DOES dyOdaw, lord r ad taridaa AFFECT THE PROPERTY. THIS AGREEMENT IS IN CONJUNCTION WITH THE / /� (80' WIDE EASEMENT RECORDED IN DEED BOOK 327 AT PACE 34 (ITEM 18) WHICH IS / R.O.W.) SHOWN AS PART OF THIS SURVEY 20) RIGHT-OF-WAY TO THE POTOMAC EDISON COMPANY OF VIRGINIA RECORDED ABBREVIATIONS LEGEND IN DEED BOOK 322 AT PAGE 128 MAY AFFECT THE PROPERTY. INSUFFICIENT PHYSICAL OR RECORDED INFORMATION TO SHOW ON SURVEY. SURVEYOR'S CERTIFICATE: /� r 22 RIGHT-OF-WAY TO THE POTOMAC EDISON COMPANY OF VIRGINIA RECORDED BLDG. BUILDING - _ WOVEN WIRE FENCE CMP CORRUGATED METAL PIPE To Wilmington Trust FSB, Lawyers Title Insurance Corporation, and IN DEED BOOK 427 AT PAGE 351 MAY AFFECT THE PROPERTY. INSUFFICIENT Frederick County Investors, LLC: PHYSICAL OR RECORDED INFORMATION TO SHOW ON SURVEY. CONC. / DRICRETE VEWAY - WOOD/BOARD -' BOARD FENCE ' 23 RIGHT-OF-WAY AND RIGHTS OF OTHERS AS SET FORTH IN WILL BOOK 33 AT ELEC. ELECTRIC _ _ - OVERHEAD ELECTRIC This is to certify that this plot and the survey on which fl is boxed HV HIGH VOLTAGE were matle in accordance with the "Minimum Standard Detail Requirements PACE 254 IS SHOWN ON SURVEY. J IPF IRON PIPE FOUND - for ALTA/ACSM Land Title Surveys,' jointly established and adopted by - -� - GUY WIRE 24) EASEMENT TO COMMONWEALTH OF VIRGINIA RECORDED IN DEED BOOK 278 AT IRF iron rod found ALTA and NSPS it 2005, and includes items 1, 2, 4, and g e Table A MB MAILBOX thereof• and the tracts are contiguous to one another along their common PAGE 424. WITH PLAT RECORDED IN STATE HIGHWAY FLAT 3 AT PAGE 90 AND 41 MH MANHOLE - CONCRETE boundary lines with no strips, goys or gores along their common boundary their IS SHOWN ON SURVEY. MON. MONUMENT lints. Persuant to the Accuracy Standards as adopted by ALTA and NSPS OH/E OVERHEAD ELECTRIC and in effect on the date of this certification• undersigned further certifies that - GRAVEL GENERAL NOTES: POB POINT OF BEGINNING my professional opinion, as o land surveyor registered in the State of PT POINT Virginia,the Relative Positional Accuracy of this survey does not exceed that is specified therein. -�,�� ENGINEERING INC. W. RIGwhich `` p CURRENT OWNER: ROBIN HULL & KAY MARIE MORRISON R.O.HT-OF-WAY QO - IRON ROD/PIPE FOUND SS SANITARY REF: WF #03D000235 U/G UNDERGROUND _ POLE O �D www.triadeng.com TM 33 ((A)) PRCLS 104 & 170 U/P UTILITY COMMISSIONMONUMENT�Ej,1,Ri 1Pc VHC VIRGINIA HIGHWAY COMMISSION FOUND .a A TITLE COMMITMENT HAS BEEN PROVIDED BY LAWYERS TITLE INSURANCE David F. Spriggs 5 200 Aviation Drive COMPANY, COMMITMENT NO. 08-001962, REVISION pt/COMMERCIAL CONNECTION DAV ID F. SPR I TLS NO. 11447970 EFFECTIVE DATE OCTOBER 14. 2008. THEREFORE, THIS PLAT VA License No. 1853 Lic. No.001853 P-O. Box 2397 MAY NOT REPRESENT ALL ENCUMBRANCES TO THE PROPERTY FROM OCTOBER 14. 2008. 44 04 Winchester, VA 22604 THE PROPERTY SHOWN HEREON AND DESCRIBED IN THIS SURVEY IS THE SAME; Phone: 540-667-9300 PROPERTY DESCRIBED BY LAWYERS TITLE INSURANCE COMPANY, COMMITMENT November }, 2008 FaX: 540-667-2260 NO. 08-001962, REVISION MI/COMMERCIAL CONNECTION NO. 11447970 EFFECTIVE DATE OCTOBER 14. 2008. Revised November 1C. 2008 E—mail: winchester®triad eng. cam Revised November 14, 2008 SHEET 1 of 3 TOTAL AREA OF SURVEY = 59.0770 AC.t N/F CHARLES W. k JOLINE S. ORNDOFF 577/694 ----------- - ------- - —C/L N.B.L.—_——_—_—_—_—__- 0 WIRE FENCE S 1 8"31 '55"W (3) 3POSTS FENCE FENC142.22" POST FENCE POST POST f Z S67"35'13"E — 905.20' TO SET STONE FND. — U/P N "' 2945 W/ (2) GUYS _- _ FENCE L4 W REMAINS 4+ N/F NEW WIRE DONALD LEE N FENCE BRAGG 539/367 L7t Do A WOOD FENCE U/P d U/P N N12946 W/ N36355 (2) GUYS 40' 1-81 (LIMITED ACCESS — R/W VARIES) DB 278/424 BII-24 ----------------------- N19.55'51"E 2156.97' (TOT 1916.03' (5) FENCE POSTS (2) FENCE POSTS FENCE - REMAINS � I I III YII ps e I f A — --- —�— i- --------------------------- is Y s c/L No. va. N28" 12'06"W POWER CO. R/W 2164.80' 245/308 TO SET STONE FND. Bll-13 _.C/L N.B.L. _—_—_--___ WIRE p --FENCE IRF A METAL HV TOWER ' y I i VEPCO W R I 11 30B/47 FEN 11 BD-16 REMA " (3) HV U/P W/ (41 GUYS) 240.94' --� 1 PF � 11 1 1- APPROX. R/W 'I A��•oi BII& ` I I DB 78 424 BI1-21-24 OTO . I ; / 11 yti� WIRE 11 11 I FENCE ��Q7i 1 j / li 1 I FENCE� REMAINS ((A)) 1) FRAMEr 7 HAY/ / I BARN 1 EQUIPMENT I 1 1 0 ' SHED I - �I � I � I TM, ((A)) 40.1464 AC.± EwT_: SHED ( VEPCO R/W I P R C L 1 0 9 �I SMALL '-'� I 327/3a IR I Bn-16 118.9306 8.9306 AC.± ,1I1I 11 BARN 'I • U/P / A 11 IPFr1 2 STORY �I GU 1 STORY BRICK II I (2) HV BLOCK II HOUSE p U/P GARAGE x I 4717 N9 00 ,'I W/ (2) GUYS FOR DETAILS SEE\�; \ SHEET 3 of 3 \` ' I I ' 3 I C/L N0, VA. I \\ �I I 1 �, POWER CO. R/W \\ I� 11 245/311 BU-14 \ i WIRE I 11 U/P N FENCE II U/P N N36356 U/P N FOR $ALE N12947 SIGN 836.27' II II U/P IFU/P N I lil V12948 1016 1 IRF _--- - - - POBMB, SIGN I N S1T09_�8 W_1090.9 IRF _ TQ AL _-- --- —__ ----------6�------ 1-- Ep.------ __------ -- — _ ------------- — --- - E.P_------ H:S. t:T.-rr — -� --_ ------_ 15. CMP CMP Z N12951 W/I U/PU/P N ' (2) GUYS N129 2 II 2848 I ' LAND 27�" U/P N W/ GUY N74.57'06"W FOR N36358 LAND SALE 97.47' VHC FOR SALE ,' 40• I SIGN_ SIGN_ MON. SIGN 1 _---- 254.63' �FND �} _ OR ---------•-- _ ---_ E.P--- ----_ _ (2) HV 15' CMP t2' CMP _ Ila U/P III 1017 W it 2950 N4322IJ GUY / METAL HV TOWER U/P U1 CO A V Ln t 4 J W IJ IN 10, N/F DONALD S. CLINE WB 97/507 BOARD FENCE U/P d N N36359 FENCE --�- POST IRF ROCK - U/P N WALL 607 U/P d N71270 W/ GUY 0.90' OFF 2U PROPERTY LINE lu V V+I '�1 m IPF� o 1 n 1 I t. 0.79' OFF ' 1 PROPERTY LINE SHED LME TRIAD ENGINEERING. IN 5� PjE J�Rp\N\P NpR\N kt pEt\O � 46.85' CHICKEN I COOP— o N u J 46.85' N p N {11 -TAIL — 1 "=30 1l44,Nl.ln OF' "P S 1� c�. e .. F. SPRIGG2 s LIC. N0.001853 .11 Cq� 040#*0041- Q F Q 0 0 Z5 ILL 3 j 0r w ¢ � > 1 : Fr W t" U)a�CO� U) a: Q O Ua Y Q LLJ 0 J W W Z Z cr m0ILL Ocn Q Growing LURVE DELTA ANGLE ARC LENGTH RADIUS TANGENT CHORD DIRECTION CHORD LENGTH Number Ct 0T03'33" 701.03 5690.00 350.96 513.38 12'W 700.59 C2 02.52'17" 285.15 5690.00 142.60 S18.36'07"W 285.12 2 of 3 1 I 1 , , I TM 33 ((A)) ' I 1 ` N I I PRCL 109 I A 1 I 1 18.9306 AC.± w I 1 12' 4MP ' 2O � SPIGOT IRF ICI I II I y SPIGOI; _ - Igp \ . N65'2T06"W 382.80' FENCE - - - _ _ _ - �--� - r ll 1 I I I U/P \_ --------ice----_—__,.V,�__ ___---- — ��--•-"�_� =---_-_� ='R�}_` � ---_ 111 1 I �` U/P _�- 1 1 f�44' -- GRAVEL D/W -!_ _ (ill--_-_—____ U P 1 I GATE i WELLIw� _�--------- -------- / � n'c FENCE POST U GW / ...r..—_r—. 848 1017 W 1' r II 1 U6P4I GUY 1 I i II s TM 33 ((A)) i (2)MI II I ' o BII I _ Ic_I APPROX. 3W 1PRCL 110 WB3/254I .. II-23 k " G RAVEL DB 278 424 -4 MB D/Nu GFENCE RAVEL POST 1 rII � I,I _ I LANDSCAPE 1 (2) PIPES AREA FLAGPOLE /f W/ CHAIN I I 1 1� I SS MH Qi SPIGOT 1 '� `' 'I•I .. �1'. iI 11�\II 1j 11` \1 11 2 STO ROCK RET. BRICK SE 68.63 tJ�A WALL SMALL } BARN o U/P SPIGOTLANDSCAPE FENCE LIGHTS CONC. 1016 FOUNDATIOn\ P DETAILS - SCALE:1=10' t STORY I£ 1 I =0y BLOCK 24FRAME GARAGE BARN r — — — — — 2399' 18.11' I I II IC iSTORY OCK l SMALL BARN It I GARAGE L/^nISHED PR•I SPIGOT II APRON I , I, 1 ' 1, I , , I1 \ •. I ' I L J ^^ L---- — J--24.o1_— \ .•CONCRETE l l J 18.13' 24,56' \•.�• ` 1� m I IcpCL \ GATE o (3) FENCE _ _ ° I ' I ' tr: SHED POSTS r----- 60.08' 'I £ II CONC. I I III I 1'I ,I APRON io HAY/EQUIPMENT � SHED b b L----- �°.,5--------0j r------ ----------------- I I FRAME BARN I I I I I � I I I I I I L — 24.85 — — 2.00' 16C 5/�1 U�/1 ' 1 I 1 I ' 1 I 1 1 I I II I IN1 941811 'I ' ' 1 I 1 1 I I 1 I1 I r 1 — I — n.20' J 3 6 STEPS ��-Trrtrtr-� I--:3 2 STEPS I I II III1111 I '] — JT. O— I I 1 1 32.78' 1 2 STORY BRICK HOUSE 1 1.1s• I � I I I I I 1 I I I 1 �nn I 1 i — — — — —ol 1.Dr• III I II. I — m I — 1e=o1_ — 16.00_ zzsU/P /a' 1 ' N36356 11 CRUD IRIAD ENGINEERING, IN pp�,e,;TH Op DAVID F. SPRIGGS Lic. No.001853 — S� cc Z Q U Ow0Fncr �LI 0 `Ew� �aU)� U d Y aw°�S�U J J F— Q w Q = 0 Z Z Q mow OU rowing Number 3 of 3 q j'-1 COUNTY o1' FREDERICK Department of Planning and Development 540/ 665-5651 FAX: 540/ 665-6395 July 24, 2012 Stefanie L. Breiuian, Esq. Pepper Hamilton LLP 3000 Two Logan Square 18"' and Arch Street Philadelphia, PA 19103-2799 RE: Zoning Certification 4027 Martinsburg Pike Property Identification Number (PIN): 33-A-110 Zoning District: B-3 (Industrial Transition) Dear Ms. Breivlan: This letter is in response to your letter this office received on July 19, 2012, requesting a zoning certification of the above -referenced property. We have examined our records with respect to the property, and advise you, as of this date: • The property identified as PIN 33-A-110, (tile "Property"), is zoned B-3 (Industrial Transition) Zoning District and is subject only to the use restrictions generally applicable to that classification, which are contained in the Frederick County Zoning Ordinance. • The Property is subject to proffers assigned from Rezoning 805-08, approved by Frederick County on September. 24, 2008, as well as proffers assigned from Rezoning 905-12, approved by Frederick County on May 23, 2012. (Copies enclosed.) • The Property is currently in compliance with the Frederick County Zoning Ordinance, with no violations, variances, or special exceptions. If you have any questions, please contact me at 540-665-5651. Sincerely, Mark R. Cheran Zoning Administrator Enclosures MRC/bad 107 North Kent Street, Suite 202 o Winchester, Virginia 22601-5000 C TY of r'Vbf:RICK Department of Planning and Development 540/665-5651 FAX: 540/ 665-6395 May 31, 2012 Jolu1 Foote, Attorney at Law Walsh Colucci Lubeley Emrich & Walsh, PC 4310 Prince William Parkway Prince William, VA 22192 RE: REZONING #05-12, BPG PROPERTIES PINS: 33-A-109 and 33-A-110 Dear Mr. Foote: This letter serves to confirm action taken by the Frederick County Board of Supervisors at their meeting of May 23, 2012. The above -referenced application was approved to revise proffers associated with Rezoning 1105-08. This revision relates to the "Transportation Mitigation" section of the proffers. The properties are located approximately .61 miles north of the Route 1 1 intersection with Cedar Hill (Route 671), bounded on the west by Interstate 81 and on the east by Martinsburg Pike (Route 11), in the Stonewall Magisterial District. The proffer statement, originally dated September 24, 2008, and amended May 18, 2012, that was approved as a part of this rezoning application is unique to the above referenced properties and is binding regardless of ownership. Enclosed is a copy of the adopted proffer statement for your records. Pursuant to §165.102.06E, the County Attorney will present the written proffer to the Frederick County Clerlc of Circuit Court for recordation. Please do not hesitate to contact this office if you have any questions regarding the approval of this rezoning application. Sincerely. Jolin A. BishA1EP—� Deputy Director - ransportation JAB/bad Attaclument cc: Charles S. DeI-Iaven, Jr., Stonewall District Supervisor Gary Oates and Stan Crockett, Stonewall District Plaruiing Commissioners Jane Anderson, Real Estate Commissioner of Revenue Rod Williams, County Attorney, w/original Proffers and Resolution Frederick County Investors, LLC, 770 Township Line Rd., Ste. 150, Yardley, PA 19607 107 North bent Street, Suite 202 o Winchester, Virginia 22601-5000 0 0 REZONING APPLICATION #05-12 BPG PROPERTIES Staff Report for the Board of Supervisors Prepared: May 17, 2012 Staff Contact: John A. Bishop, AICI', Deputy Director -Transportation Reviewed Action Planning Commission: 05/16/12 Recommended Approval Board of Supe►-visoi•s: 05/23/12 Pending SUMMARY OF PLANNING COMMISSION MEETING OF 05/16/12: The Planning Commission recommended approval, with the condition that the property to the south of the applicant's parcel be given an inter -parcel connection via the applicant's proffer statement. The motion was seconded and unanimously passed. PROPOSAL: To revise proffers associated with Rezoning 1105-08. This revision relates to the "Transportation Mitigation" section of the proffers. LOCATION: The properties are located approximately .61 miles north of the Route 1 1 intersection with Cedar Hill (Route 671), bounded on the west by Interstate 81 and on the east by Martinsburg Pike (Route 11). EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 05/23/12 BOARD OF SUPERVISORS MEETING: The applicant is requesting a minor proffer revision under the new State Code which allows Board Action without benefit of public hearing. The purpose of this application is to request a minor proffer revision to allow for the possibility of multiple users on this site which was previously not envisioned. This revision to the proffers would allow for a second entrance on Route 11 and a proration of the cash proffers to allow for proration tied to square footage of development. The proposed entrance meets all current spacing standards. Folloiving the public meeting, a decision i-ega/'(Iing this i-eZoning application Gy the Boal'd of Supervisors would be appropriate. The applicant should be prepared to adequately a(Idress all concerns raised bj; the Board of Supervisors. Rezoning 1105-12 — BPG Properties May 17, 2012 Page 2 This report is prepared by the Frederick County Planning Staff to provide infoi-mation to the Planning Commission and the I3oai•d of Supervisors to assist their in making a decisioil oil this application. It may also be useful to otheis interested 111 this zoning mattei,. Uilresohed Issues concerning this applicationai-enoted by staff lvhere relevant throughout this staff report. Reviewed Planning Commission: 05/16/12 Board of Supervisors: 05/23/12 Action Recommended Approval Pending PROPOSAL: To revise proffers associated with Rezoning 1105-08. This revision relates to the "Transportation Mitigation" section of the proffers. LOCATION: The properties are located approximately .61 miles north of the Route 11 intersection with Cedar Hill (Route 671), bounded on the west by Interstate 81 and on the east by Martinsburg Pike (Route 11). MAGISTERIAL DISTRICT: Stonewall PROPERTY Ill NUMBERS: 33-A-109 and 33-A-1 10 PROPERTY ZONING: 133 (Industrial Business) District PRESENT USE: Vacant ADJOINING PROPERTY ZONING & PRESENT USE: North: RA (Rural Areas) Use: Residential/Agricultural South: RA (Rural Areas) Use: Residential/AgrlCUltUral East: RA (Rural Areas) Use: Residential/Agricultural West: RA (Rural Areas) Use: Residential/Agricultural REVIEW EVALUATIONS: Virginia Dept. of Transportation: The documentation within the application to rezone this property appears to have a measurable impact on Route 11. This route is the VDOT roadway which has been considered as the access to the property referenced. VDOT is satisfied that the transportation proffers offered in the BPG Properties, LTD Rezoning Application dated March, 2012 address transportation concerns associated with the request. Before development, this office will require a complete set of Construction plans detailing entrance designs, drainage features, and traffic flow data for review. VDOT reserves the right to comment on all right-of-way needs, including right -of -Way dedications, and off -site roadway improvements and drainage. Any work performed on the State's right-of-way must be covered under a land use permit. This permit is issued by this office and requires an inspection fee and surety bond coverage. Freden•;ck County Fire Marshall: Plans approved. • 0 Rezoning 1105-12 — BPG Properties May 17, 2012 Page 3 County Attorney: No comment. Planning & Zoning: 1) Site History The original Frederick County zoning map (U.S.G.S. Inwood Quadrangle) identifies the subject parcels as being zoned A-2 (Agricultural General). The County's agricultural zoning districts were subsequently combined to form the RA (Rural Areas) District upon adoption of an amendment to the Frederick County Zoning Ordinance on May 10, 1989. The corresponding revision of the zoning map resulted in the re -mapping of the subject property and all other A-1 and A-2 zoned land to the RA District. The Applicant previously attempted to rezone these properties in 2007. Rezoning Application RZ#07-07 was denied by the Board of Supervisors on September 12, 2007. On 9/24/2008 the Board of Supervisors approved a rezoning of the subject property to B3. 2) Comprehensive Policy Plan The Frederick County Comprehensive Policy Plan is an official public document that serves as the community's guide for making decisions regarding development, preservation, public facilities and other key components of community life. The primary goal of this plan is to protect and improve the living environment within Frederick County. It is in essence a composition of policies used to plan for the future physical development of Frederick County. [Coinprehensihe Policy Plcm, p. 1-1] 3) Proffer Statement — Dated April 9, 2012 — black line version attached. A) Generalized Development Plan Updated to show two entrances and attached. B) Land Use No Change C) Site Design No Change D) Transportation Updated to allow for two entrances and a proration of the cash proffers to coincide with the square footage of the development. E) Community Facilities No Change • 0 Rezoning #05-12 — BPG Properties May 17, 2012 Page 4 STAFF CONCLUSIONS FOR THE 05/23/12 BOARD OF SUPERVISORS MEETING: The purpose of this application is to request a minor proffer revision to allow for the possibility of multiple users on this site which was previously not envisioned. This revision to the proffers would allow for a second entrance on Route 1 I and a proration of the cash proffers to allow for proration tied to square footage of development. The proposed entrance meets all current spacing standards. PLANNING COMMISSION SUMMARY & ACTION OF THE 05/16/12 MEETING: The applicant stated a user of a portion of this property has been identified and that is why the applicant is interested in separating the parcel with multiple entrances. Because of a confidentiality agreement, the applicant could not identify the user; however, he did say it was a large pharmaceutical distribution company. Several issues were raised by Commission members. A member asked if both proposed entrances would have right -turn lanes. The staff replied yes; a right -turn lane will also be constructed for the relocated entrance for the property to the north, once it develops. Referring to the applicant's $550,000 escalation proffer, which was based on the floor area constructed, there was concern expressed that the applicant desired to pay only a portion of that amount for a single user, instead of the full amount. The concern was if the applicant didn't build the frill 750,000 sq. ft., the county would not get the full $550,000. The applicant said this was correct; their contention was if the full level of development was not reached, the same degree of mitigation was not required. The applicant pointed out the escalator clause had already been triggered, because they were 18 months past the original rezoning; the escalator amount was no longer $550,000, but has now escalated to a greater amount. An issue was raised concerning a two -to -three acre property immediately south of the applicant's proposed entrance, which would be prohibited from getting an entrance onto Route I 1 because the applicant's entrance would be too close. It was noted the property to the south would not be able to create an entrance because of access management standards. Commissioners preferred the applicant create an inter -parcel connector so this property to the south would not be landlocked. The applicant was agreeable to doing so. There were no public comments, either in favor or opposition to the rezoning. The Planning Commission recommended approval, with the condition that the property to the south of the applicant's parcel be given an inter -parcel connection via the applicant's proffer statement. The motion was seconded and unanimously passed. (Note: Commissioners Mohn and Kenney were absent from the meeting.) An action regarding this rezoning application would be appropriate. The applicant should be prepared to adeguatell, address all conce/'IIs raised Gy the Board of Supervisors. OApplications O Parcels Building Footprints B1 (Business. Neighborhood District) B2 (Business. General Distnst) B3 (Business. Industrial Transition District) EM (Extractive Manufacturing District) HE (Higher Education District) M1 (Industrial, Light District) M2 (Industrial. General District) MH1 (Mobile Home Community District) MS (Medical Support District) OM (Office - Manufacturing Park) R4 (Residential Planned Community District) R5 (Residential Recreational Community District) RA (Rural Area District) RP (Residential Performance District) MOM �,^^�p,�, o ��V� J a Z Q Q i REZ#05-12 BPG Prop. Proffer Revisions PINS: 33-A- 109.33-A- 110 0 75 150 300 Feet 0�� Ioao E b k C. Note: Frederick County Dep! ' Planning 8. Develop^ 107 N Kent S' • Suite 202 e Winchester, VA 22b( 540 - 665 - 5651 Map Created: April 18. 2012 Staff: jbishop REZONING APPLICATION FORM FREDERICK COUNTY, VIRGINIA Tu be completed by Planning Stall. � Fee amount Paid $ f' a O— Zoning Amendment Nu nber Date Received PC I-learino Date - f30S I tearing Date i The following information .shall be provided by the applicant: All parcel identification numbers, deed book and page numbers may be obtained from the Office of the Commissioner of Revenue, Real Estate Division, 107 North Kent Street, Winchester. 1. Applicant: gpG Properties. Ltd. Name: c/o John Foote Telephone: 703.680.4664 Address: c/o Walsh Colucci Lubeley Emrich & Walsh, PC __ _ - - 4310 Prince William Parkway, Prince William, VA 22192 Z. Property Owner (if different than above): Name: Frederick County Investors, LLC Telephone: 703.680.4664 Address: 770 Towns hi Line Road Suite 150 Yardley, PA 19607 -- 3. Contact person if ether than above: Name: John Foote Telephone: 703.680.4664 4. Property Information: a. Property Identification Number(s): Tax maps 33-A-109 and 33-A-110- _ b. Total acreage to be rezoned: _ +1- 59 acresC. Total acreage of the parcel(s) to be rezoned (if the entirety of the parcel(s) is not being rezoned): — - - - - -- d. Current zoning designation(s) and acreage(s) in each designation: __tea_ C. Proposed zoning designation(s) and acreage(s) in each designation: B-3__. f. Magisterial District(s) Stonewall Magisterial District 12 t • • S. Checklist: Check the following items that have been InclUded with this application. Location neap (..- ;_ Agency Comments Plat Pees - Deed to property Impact Analysis Statement Verification of taxes paid Proffer Statement _. Plat depicting exact meets and bounds for the proposed zoning distl-ict _ Digital copies (pdPs) ofall submitted documents, (naps and exhibits _ 6. The Code of Virginia allows us to request full diselosure of ownership in relation to rezoning applications. Please list below all owners or parties in interest of the land to be rezoned: Frederick County Investors, LLC BPG Properties, LTD 7. Adjoining Property: PARCEL ID NUlMBER USE ZONING 33-A-108 Homesite _ RA 33-A-105B _ _Commercial _ Homesite _33-A-87 33-A_�ZB--- - Homesite_--- — RA— - —33-A-111.-_ _____—. ______Homesite __ _RA-__ _33--A-130 ___ _ ___ Homesite _-- __ —RA 33-A-112F 8. Location: "I'he property Vacant Land is located at (give exact location RA based on nearest road and distance from IlcarCSt llltcrscction, using road I1a111CS alld I.OUCC IlUrnbers): --Approximately_0.61 +/_--miles north -of -the Route-l.l-intersection-with-state-- - route 671(Cedar Hill). Bounded on the west by Interstate Route 81 and on the east by Route 11(Marfinsburg Pike). 13 . 0 • 9. The following information should be provided according to the type of rezoning proposed: Number of Units Proposed Single Family homes: N/A Townhome: _N/A_ Multi -Family: N/A Non -Residential Lots: N/A Mobile Home: —N/A - Hotel [Zooms: -_N/A_ Square Footage of Proposed Uses Office: N/A Servicc Station: N/A _ Retail: Manufacturing: - _N/A_ Restaurant: —N/A —____-- N/A___--- Warehouse: 750,000 sf Commercial: N/A Other: N/_A--- -- - 10. Signature: 1 (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance and to change the zoning map of Frederick County, Virginia. I (we) authorize Frederick County officials to enter the property for site inspection purposes, I (we) understand that the sign issued when this application is submitted must be placed at the front property line at least seven days prior to the Planning Commission public hearing and the Board of Supervisors public hearing and maintained so as to be visible from the road right-of-way until the hearing. I (we) hereby certify that this application and its accompanying materials are true and accurate to the best of my (our) knowledge. Applicant(s):',Y,.v -- --�-- -- Date: �(_20 '1L Date: II So► /ice: P► E . �. � ��,> Date: 3I ZU�1 v Date: �ilce 14 • Special Limited Power ol'Attorney County ol'I'rederick, Virginia Frederick Planning Website: www.co.fredericlt.va.us Department of Planning & Development, County of Frederick, Virginia 107 North Kent Street, Winchester, Virginia 22601 Phone (540) 665-5651 Ir'acsimile (540) 665-6395 Know All Men By These Presents: That I (We) �31P(3Cl'=r of Frederick County Investors, LLC Phone 703.680.4664 (Name) _ '7 <,.._j �/I C i"C;C. i of ;'f (Address)770 Township Line Road, Suite 150, Yarley, PA 19607 tite owner(s) of all those tracts or parcels of land ("Property") conveyed to me (us), by deed recorded in the Clerk's Office of the Circuit Court of the County of Frederick, Virginia, by Instrument No. _ 080013305_ on Page 0089 , and is described as Parcel: Lot: _ Block: __ Section: Subdivision: 33((A))109 _ and _ 33((A))110 -- do hereby —make, constitute and appoint: (Name) John -Foote - . _ __ ______ _ . (Phone) ____ 703,680.4664 . (Address) 4310 Prince William Parkway, Suite 300, Prince William, VA 22192 To act as my true and lawful attorney -in -fact for and in my (our) name, place and stead with full power and authority I (we) would have if acting personally to file planning applications for my (our) above described Property, including: X_ Proffer Amendment Rezoning (including Proffers) Conditional Use Permit Master Development Plan (Preliminary and Final) Subdivision Site Plan Variance or Appeal My attorney -in -fact shall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as follows: This authorization shall expire one year from the day it is signed, or until it is otherwise rescinded or modified. In witness thercof�I'(��eLhave hereto set my (our) hand and seal this clay of 20_12 i.. P n . To -wit: State off+ Cit o6,(litf (Jw '� -- QZ a Notary Public in and for the jurisdiction aforesaid, ---- ---- certify that the persort(s) who signed to the foregoing instrwncnt })ersonally appeared before me and tas ackn twledged the same before me in the jurisdiction aforesaid thisJ0 !'1F day ofQA 20L� • My Commission Expires: �a Notary Public NOTARIAL SEAL DIANE C. THOMAS, Notary Pil) , Ciiy of Philadelphia, Phila. Gouniyy P ,y Commission Expires A1tri130, f0� REZONING APPLICATION 405-12 BPG PROPERTIES Staff Report for the Planning C0111I11issioIl Prepared: April 30, 2012 Staff Contact: John A. Bishop, AICP, Deputy Director -Transportation Reviewed Action Planning Commission: 05/16/12 Pending Board of Supervisors: 05/23/12 Pending - PROPOSAL: To revise proffers associated with Rezoning #05-08. This revision relates to the "Transportation Mitigation" section of the proffers. LOCATION: The properties are located approximately .61 miles north of the Route I 1 intersection with Cedar Hill (Route 671), bounded on the west by Interstate 81 and on the east by Martinsburg Pike (Route 11). EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 05/16/12 PLANNING COMMISSION MEETING: The applicant is requesting a minor proffer revision under the new state code which allows Board Action without benefit of public hearing. The purpose of this application is to request a minor proffer revision to allow for the possibility of multiple users on this site which was previously not envisioned. This revision to the proffers would allow for a second entrance on Route I 1 and a proration of the cash proffers to allow for proration tied to square footage of development. The proposed entrance meets all current spacing standards. A recommendation regarding this rezoning, application to the Boru•rl of Supervisors would be appropriate The applicant should be prepan•ed to arleguatell, address all concenvns raised by the Planning Commission. 0 • Rezoning 1105-12 — BPG Properties April 30, 2012 Page 2 This report is prepared by the Frederick Couilty Planning Staff to pi-ovi(le infoi-mation to the Planning Commission and the Board of Super -visors to assist them in making a decision oil this application. It may also be useful to others interested in this zoning matter. Unresolved issues concerning this application are noted by staff where relevant thi-oughout this staff report. Reviewed Action Planning Commission: 05/16/12 Pending Board of Supervisors: 05/23/12 Pending PROPOSAL: To revise proffers associated with Rezoning #05-08. This revision relates to the "Transportation Mitigation" section of the proffers. LOCATION: The properties are located approximately .61 miles north of the Route 11 intersection with Cedar Hill (Route 671), bounded on the west by Interstate 81 and on the east by Martinsburg Pike (Route 11). MAGISTERIAL DISTRICT: Stonewall PROPERTY Ill NUMBERS: 33-A-109 and 33-A-110 PROPERTY ZONING: 133 (Industrial Business) District PRESENT USE: Vacant ADJOINING PROPERTY ZONING & PRESENT USE: North: RA (Rural Areas) Use: Residential/Agricultural South: RA (Rural Areas) Use: Residential/Agricultural Last: RA (Rural Areas) Use: Residential/Agricultural West: RA (Rural Areas) Use: Residential/Agricultural REVIEW EVALUATIONS: Vli'14irila Dept. of TI'aIlspoi-tatioIl: The documentation within the application to rezone this property appears to have a measurable impact on Route 11. This route is the VDOT roadway which has been considered as the access to the property referenced. VDOT is satisfied that the transportation proffers offered in the BPG Properties, LTD Rezoning Application dated March, 2012 address transportation concerns associated with the request. Before development, this office will require a complete set of construction plans detailing entrance designs, drainage features, and traffic flow data for review. VDOT reserves the right to comment on all right-of-way needs, including right-of-way dedications, and off -site roadway improvements and drainage. Any work performed on the State's right-of-way must be covered under a land use perinit. This permit is issued by this office and requires an inspection fee and surety bond coverage. • 0 Rezoning 1105-12 — BPG Properties April 30, 2012 Page 3 Frederick County Fire Marshall: Plans approved. County Attorney: NO comment. PlaIlI inI4 & ZoniIl(: 1) Site History The original Frederick County zoning map (U.S.G.S. Inwood Quadrangle) identifies the subject parcels as being zoned A-2 (Agricultural General). The COunty's agricultural zoning districts were subsequently combined to form the RA (Rural Areas) District upon adoption of all amendment to the Frederick County Zoning Ordinance on May 10, 1989. The corresponding revision of the zoning map resLllted in the re -mapping of the subject property and all other A-1 and A-2 zoned land to the RA District. The Applicant previously attC111I)tcd to rezone these hropertics in 2007. Rezoning Application RZ#07-07 was denied by the Board Of Supervisors On September 12, 2007. On 9/24/2008 the Board of Supervisors approved a rezoning of the subject property to B3. 2) Comprehensive Policy Plan The Frederick County Comprehensive Policy Plan is an official public document that serves as the CO111111L1111ty's guide for making clecisions regarding development, preservation, public facilities and Other key components Of CO111mL1111ty life. The primary goal of this plan is to protect and improve the living environment within Frederick County. It is in essence a composition Of policies used to plan for the future physical development Of Frederick County. [Comprehensive Policy Plan, p. 1-11 3) Proffer Statement — Dated April 9, 2012 — black line version attached. A) Generalized Development Plan Updated to show two entrances and attache(l. B) Land Use No Change C) Site Design No Change D) Transportation Updated to allow for two entrances and a proration of the cash proffers to coincide with the square footage of the development. C) Community Facilities No Change Rezoning #05-12 — BPG Properties April 30, 2012 Page 4 STAFF CONCLUSIONS FOR THE 05/16/12 PLANNING COMMISSION MELTING: The purpose of this application is to request a minor proffer revision to allow for the possibility of multiple users on this site which was previously not envisioned. This revision to the proffers would allow for a second entrance on Route 1 I and a proration of the cash proffers to allow for proration tied to square footage of development. The proposed entrance meets all current spacing stanclards. A rec0/mnenlll(tion reg-anfing this rezoning application t0 the Board of Supervisors ivoulll he anvronriate. The applicant should be prepared to adequately address all concerns raised GP the Planning Commission, GEC CO COUNTY of FREDERICK MEMORANDIUMartment of Planning and Development b 540/665-5651 AwGiNt FAX: 540/ 665-6395 1738 To: Wayne Corbett, Deputy Treasurer From: Eric Lawrence, Plamiing Director Re: BPG Properties, Ltd. Date: December 14, 2012 Attached are two checks totaling $340,000.00. Check 11147 is in the amount of $10,000.00 and check 11146 is in the amount of $330,000.00. These two checks represent proffer contributions associated with Rezoning 1/05-08 and Rezoning 05-12 of BPG Properties, PINS 33-A-109 and 33-A-110. The properties are owned by Frc lerick County Investors LLC. The $330,000 check is for transportation; the $10,000 is for fire and rescue. The proffer contribution is made in proportion to the square footage of development proposed as compared to the 750,000 square feet approved. The proposed development is now approved and permitted for a 450,000 square foot facility, representing 60% of the total approved. The proffer contribution for 3.8 equals $330,000. or 60% of $550,000.00 for transportation. Attachments ERL/bad 107 North Kent Street, Suite 202 - Winchester, Virginia 22601-5000 all :i i;JaVa; - \YI 1 4:4 Frederick County Investors LLC US Bank 147 770 Township Line Road Suite 150 Yardley, PA 19067 081202759 TEN THOUSAND AND 00/100 DOLLARS TO THE ORDER OF Date 12/06/2012 Treasurer of Frederick County ii"OOD 1,, 1, ?iiz 1:081 20 2 7 5 91: 1993803 0 2 2 L, 0 tz Amount $10,000.00** up Frederick County Investors LLC US Bank 146 770 Township Line Road Suite 150 Yardley, PA 19067 081202759 THREE HUNDRED THIRTY THOUSAND AND 00/100 DOLLARS TO THE Date ORDER OF 12/06/2012 Treasurer of Frederick County . ..... .... :j,, LZ * : — * - - . ., — - -L21EL , a[ID `0ji�iLLZI ID -��J-:LE� li'000 I L,S I's 11: 08 1 20 2 7 Sq I: I Eig 380 30 2 21,C)o Amount $330,000.00* SE 0 Properties, Ltd. December 13, 2012 Mr. Eric Lawrence, Planning Director County of Frederick Department of Planning & Development 107 North Kent Street Suite 202 Winchester, VA 22601 RE: Proffer Contributions, 3.8 and 4 Eric: DEC 14 12012 Enclosed are Proffer Contributions related to Proffer 405/12, amended May 18, 2012, also enclosed. Specifically the Contributions are recited in sections 3.8 and 4 of Proffer #05/12. Proffer 3.8, $550,000, is made in proportion to the square footage of development proposed as compared to the 750,000 square feet approved in Proffer #05/12. The proposed development is now approved and permitted for a 450,000 square foot facility, representing 60% of the total approved in Proffer #05/12. The enclosed Proffer Contribution for 3.8 equals $330,000, or 60% of $550,000. The enclosed Proffer Contribution for 4 equals $10,000. Sincerely, C John L. Knott III Development Manager Enclosures cc: Dan DiLella, Jr. Principal Office: 770 Township Line Road, Suite 150, Yardley, PA 19067 Philadelphia Office: 3000 Centre Square West, 1500 Market Street, Philadelphia, PA 19102 • Phone (215) 496-0400 • Fax (215) 496-0431 0 • May 31, 2012 John Foote, Attorney at Law Walsh Colucci Lubeley Emrich & Walsh, PC 4310 Prince William Parkway Prince William, VA 22192 RE: REZONING 405-12, BPG PROPERTIES PINS: 33-A-109 and 33-A-110 Dear Mr. Foote: COUNTY of FREDERICK Department of Planning and Development 540/665-5651 FAX: 540/ 665-639S This letter serves to confirm action taken by the Frederick County Board of Supervisors at their meeting of May 23, 2012. The above -referenced application was approved to revise proffers associated with Rezoning 405-08. This revision relates to the "Transportation Mitigation" section of the proffers. The properties are located approximately .61 miles north of the Route 11 intersection with Cedar Hill (Route 671), bounded on the west by Interstate 81 and on the east by Martinsburg Pike (Route 11), in the Stonewall Magisterial District. The proffer statement, originally dated September 24, 2008, and amended May 18, 2012, that was approved as a part of this rezoning application is unique to the above referenced properties and is binding regardless of ownership. Enclosed is a copy of the adopted proffer statement for your records. Pursuant to §165.102.06E, the County Attorney will present the written proffer to the Frederick County Clerk of Circuit Court for recordation. Please do not hesitate to contact this office if you have any questions regarding the approval of this rezoning application. Sincerely, Jolui A. Bishp n;-A-1CP- Deputy Director - ransportation JAB/bad Attachment cc: Charles S. DeHaven, Jr., Stonewall District Supervisor Gary Oates and Stan Crockett, Stonewall District Planning Commissioners Jane Anderson, Real Estate Commissioner of Revenue Rod Williams, County Attorney, w/original Proffers and Resolution Frederick County Investors, LLC, 770 Township Line Rd., Ste. 150, Yardley, PA 19607 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 AMENDED PROFFER STATEMENT REZONING: Proffer Amendment #05-12 Amending proffers associated with RZ 1105-08, Rezoning to B-3 PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33-A-109; 33-A-110 RECORD OWNER: Frederick County Investors, LLC APPLICANT: BPG Properties, Ltd. PROJECT NAME: I-81 Distribution Center DATE OF APPROVAL OF ORIGINAL PROFFERS: September 24, 2008 AMENDED PROFFER SUBMISSION: May 1.8, 2012 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are con- tingent upon final rezoning of the Property with ".final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Super- visors' (the "Board") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of ref- erence only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated Feb- ruary 9, 2012 (the "GDP"), prepared by Triad Engineering, Inc., subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan re- view, including revisions required for final engineering considerations, code and regulatory compliance, and revisions to parking layout and the location of structures to accommodate the potential for multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions. l .1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one build- ing or within multiple buildings on the Property. Amended Proffer Statement Proffer 01 (P0258602-3) 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand-alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the M1 District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses. The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive-in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Building materials, hardware, garden supply, mobile home dealers and retail nurse- ries, provided that this proffer sloes not exclude from the Property warehouse facil- ities that store and distribute goods associated with these uses. 2.15 Food stores or groceries. 3. "Transportation Mitigation. 3.1. At the entrance to the Property, the Applicant will construct entrance improve- ments consistent with Virginia Department of Transportation (VDOT) require- ments. 3.2. There shall be no more than two entrances to the Property. The first such en- trance shall be constructed along Route 11 in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the in - Amended Proffer Statement Proffer 01 (P0258602-3) 0 0 terscction of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. The second such entrance (the "South Entrance") shall be located at the south end of the Property as depicted on the GDP 3.3. The Initial Entrance sliall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access case- mcnts over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant ex- pressly approves of the plans for improvements associated with the Future En- trance, such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance is constructed as provided herein, the Appli- cant shall close the Initial Entrance and shall pay fifty (50) percent of the total au- dited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) per- cent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be used exclusively for costs associated with improvements necessary for the issuance of a VDOT en- trance permit for the Future Entrance and shall be made to the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the follow- ing conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant sliall grant an access casement over the Property to and for the benefit of the adjoining parcels to the north and south of the Property to accom- inodate access to the Future Entrance and to the South Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right-of-way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right-of-way, Such dedication shall be made prior to the approval of the fist site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right-of-way, and dedicate an easement to the County for public purposes for such trail, drainage and grading improvements upon written request by the County. The maintenance of the asphalt trial shall be the responsi- Amended Proffer Statement Proffer 01 (P0258602-3) 0 0 bility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00/100 Dollars ($550,000.00) subject to the escalation clause con- tained in these Proffers, to be used for improvements in the Route 11 north corri- dor. Such payment shall be made at the time of issuance of each building permit for a use on the Property, and each such payment shall be in proportion to the square footage of the proposed construction bears to the 750,000 square feet of building authorized hereunder. Such funds may be used by the Board in its dis- cretion for such transportation improvements. 4. Fire and Rescue. The Applicant shall contribute the sure of Ten Thousand Dollars ($10,000.00) to Freder- ick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, for fire and rescue purposes. Site landscaping. 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route I 1 Buffer")., The Route I 1 Buffer shall be comprised of three street trees (per Zoning Ordinance §165-36.B.1, or equivalent) per one hundred linear feet, and twenty-five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 1 I frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route l I Buffer. 5.2 The Applicant shall plant street trees (per 'Zoning Ordinance § 165-36.13.1, or equivalent) in the area between the rear parking area the Property's western prop- erty line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural. Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of con- crete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simu- lated wood or glass. 7. Site development requirements. T1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the Amended Proffer Statement Proffer 0l (P0258602-3) 0 Applicant shall construct a split rail fence no the Property's Route 11 frontage in a location in consultation with the County. Deed. more than five feet in height along to be determined by the Applicant The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Dedication of Right —of -Way for Branson Spring Road Extension. Upon VDOT's approval of a functional plan for the extension of Branson Spring Road through the Property in a location generally consistent with the current termination point of that Road and parallel to the northern property line of the Property (the "Branson Spring Road Ex- tension"), the Applicant shall, upon written request from the County or VDOT, dedicate not more than 100 feet of right-of-way from that property line to the County at no cost. No addi- tional landscaping, buffering or setbacks shall be required of the Applicant as a consequence of such dedication. 10. Escalator. In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contri- butions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI-U from that date eighteen (18) months after the approval of this rezoning to the most recently avail- able CPI-U to the date the contributions are paid, subject to a cap of 6 percent (6%) per year, noncornpounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] Amended Proffer Statement Proffer 01 (P0258602-3) 0 Owner: FREDERICK COUNTY INVESTORS, LLC By: / Name: Daniel (N1 DiLella, Jr. Its: STATE OF P �L�i��c COUNTY/CITY OF ZRZA— -LM'0 -- , To -wit: The foregoing instrument was acluiowledged before me this /Vday of "W 6Z-Cj -, 2012, by Daniel M. DiLella, Jr., as V �' of Fred- 1.�/ I/ �stors, LLC. CATHERINEI TLSIM L SON Notary Puplk "TOWN TW , DELAWARE CNry hly Commla0lon Ekplrat Nov 3, 2014 My conuiiission expires: Registration Number: /,,?a,<7776V NOTARY PU13LIC Amended Proffer statement Proffer 01 (110258602-3) 0 Applicant: BPG PROPERTIES, LTD. By: BPG-GP, L > , its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF ._. COUNTY/CITY OF (/`fo-wit: The foregoing instrument was acknowledged before nle this /9day of 2012, by Daniel M. DiLella, Jr., as Vice President of 1� l are==>> P� � 'BPG Properties, Ltd. NOTARIAL SEAL CATHXAt1iE T SIWSON Notify 1309C NEWTOWN TYM MLAWARE CNTY My Commission Expires Nov 3, 2014 My collullisslon expires: / A� o Registration Number: /,2,� S'76V _J'k_70 NOTARY PUBLIC (U/ Amended Proffer statement Proffer 01 (P0258602-3) 1 � r 1 I } , I �•I Ei i t rt � tilt,. �•�-_11 -- ,. _.. -- .�.._. _ . 4TZr } I tag: 11 I z m -a T�C v m r f jj - n 0 Fv BPG PRCPERTIES, LTD. FREDERICK COUNTY, VIRGINIA o ,„20„q I TRIAD ENG4/rEERING, INC- 200AVIATIONDRIVE WINCHESTER, VA 22802 PN: 540.867.9300 FAX: 540. 867.2260 uAPn+WC . oEws+lvw�A NaDwiA WEi* vrt��N�♦ pUwrr By TMAD wFcxEo 9r DOD GENERALIZED DEVELOPMENT PLAN pnTE 03-0PP12 sfiiF V. :a _ --1 _ DATE:12/06/2012 CK;i:147 TOTAL:$10,000.00** BANK:Frederick County Inves t LLC(fredcon) nPAYEE:Treasurer of Frederick Coulwtrfredl) Job(Prop) Categ(Acct) Invoice - Date Description Amount lcbaabpg(fred9391)2009(1595-1000-000)101712 CR1 - 10/17/12 MCKESSON Proffer Contribution 4- 10,000.00 10,000.00 DATE:12/06/2012 CK4:146 TOTAL �0,000.00* BANK:Frederick County ZnveslW LLC(fredcon) . PAYEE":Treasurer of Frederick Cole o (vtrfredl) Job(Prop) Categ(Acct) Invoice - Date Description Amount lcbaabpg(fred9391)2009(1595-1000-000)101712 CR - 10/17/12 MCKESSON Proffer Contribution 3. 330,000.00 330,000.00 . 46 Page 1 of 1 From: (215) 575.2438 Diane Thomas BPG Properties, Ltd. 1500 Market Street 3200 Centre Square West Philadelphia, PA 19102 Origin ID: MUVA EximS E SHIP TO: (215) 575.2438 BILL SENDER Eric Lawrence County of Frederick 107 North Kent Street, Suite 202 Dept. of Planning & Dev. WINCHESTER, VA 22601 Ship Date: 13DEC12 ActWgt 1.0 LB CAD: 5866029/I NET3300 Delivery IIddrII(IIIIIr Code Ref It JLK/dt - Winchester II'IIIIIIMIIIIIIIIIIYIIIIIPNIIIIIII�IIVIIIIIIIVI�IIIIIIII'llllllll Invoice It PO It Dept it FRI -14 DEC A4 STANDARD OVERNIGHT TRK# 7942 9878 8244 0201 22601 ZD BOFA wo After printing this label: 1. Use the 'Print' button on this page to print your label to your laser or inkjet printer. 2. Fold the printed page along the horizontal line. 3. 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Written claims must be filed within strict time limits, see current FedEx Service Guide. https://www.fedex.com/sh*ing/html/en//Pi-intlFi-anie.litml 0 12/ 13/2012 RESOLUTION Action: PLANNING COMMISSION: May 16, 2012 - Recommended Approval BOARD OF SUPERVISORS: May 23, 2012 ❑ APPROVED ❑ DENIED AN ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING4.05-12 PROFFER REVISION OF BPG PROPERTIES 0 0 WHEREAS, Rezoning 905-12 Proffer Revision of BPG Properties, to revise the proffers associated with Rezoning 405-08 relating to the "Transportation Mitigation" section of the proffers, was considered. The proffer, originally dated September 24, 2008, and amended May 18, 2012, is intended to allow for the possibility of multiple users on the site, which was previously not envisioned. The properties are located approximately .61 miles north of the Route 11 intersection with Cedar Hill (Route 671), bounded on the west by Interstate 81 and on the east by Martinsburg Pike (Route 11), in the Stonewall Magisterial District, and are identified by Property Identification Numbers 33-A-109 and 33-A-110. WHEREAS, the Planning Commission held a public hearing on this rezoning on May 16, 2012 and forwarded a recommendation of approval; and WHEREAS, the Board of Supervisors held a public hearing on this rezoning on May 23, 2012; and WHEREAS, the Frederick County Board of Supervisors finds the approval of this rezoning to be in the best interest of the public health, safety, welfare, and in conformance with the Comprehensive Policy Plan; NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of Supervisors that Chapter 165 of the Frederick County Code, Zoning, is amended to revise the proffers concerning Rezoning #05-08. The proffer revision is intended to allow for the possibility of multiple users on the site, which was previously not envisioned, as described by the application and attached conditions voluntarily proffered in writing by the applicant and the property owner. PDRes. # 17-12 0 This ordinance shall be in effect on the date of adoption. Passed this 23rd day of May, 2012 by the following recorded vote: Richard C. Shickle, Chairman Aye Gary A. Lofton Aye Ross P. Spicer Aye Bill M. Ewing Aye Gene E. Fisher Aye Charles S. DeI-Iavcn, Jr. Aye Christopher E. Collins Aye A COPY ATTEST 9!A011t-- JOVYIR ' Riley, Jr. Frederick County Administrator v1RGINIA: FR.--.I)ERICK COUN"fY.SCf. This instrument of writing Nvas produced to me on 6 0 6-- �: -9 / f.�t- and with certiiiiL.ti � ;+cl;no%0-,dLenient thereto annexed was admitted to rccord. 'I'm iml. cm d by Sec. 58.1-802 of $.,A/ 114 , and 58.1-801 have been paid, if assessable 46e.t 19 , Clerk O __._j PDRes. #17-12 I20005897 0 AMENDED PROFFER STATEMENT rn fV REZONING: Proffer Amendment 405-12 Amending proffers associated with RZ #05-08, Rezoning to B-3 PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33-A-109; 33-A-110 RECORD OWNER: Frederick County Investors, LLC APPLICANT: BPG Properties, Ltd. PROJECT NAME: I-81 Distribution Center DATE OF APPROVAL OF ORIGINAL PROFFERS: September 24, 2008 AMENDED PROFFER SUBMISSION: May 18, 2012 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are con- tingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last clay upon which the Frederick County Board of Super- visors' (the "Board") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of ref- erence only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated Feb- ruary 9, 2012 (the "GDP"), prepared by Triad Engineering, Inc., subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan re- view, including revisions required for final engineering considerations, code and regulatory compliance, and revisions to parking layout and the location of structures to accommodate the potential for multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions. 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one build- ing or within multiple buildings on the Property. Amended Proffer statement Proffer 01 (110258602-3) 0A 3 0 1.2. Office uses may be employed on the Property only as accessory uses and shall be. located entirely within the structure(s) for the primary use(s). In no event shall there be stand-alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the M1 District, rather than those otherwise applicable to the B3 District. Proffered -Out Uses. The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive-in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Building materials, hardware, garden supply, mobile home dealers and retail nurse- ries, provided that this proffer does not exclude from the Property warehouse facil- ities that store and distribute goods associated with these uses. 2.15 Food stores or groceries. Transportation Mitigation. 3.1. At the entrance to the Property, the Applicant will construct entrance improve- ments consistent with Virginia Department of Transportation (VDOT) require- ments. 3.2. There shall be no more than two entrances to the Property. The first such en- trance shall be constructed along Route 11 in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the in - CD C.J Amended Proffer Statement Proffer 01 (110258602-3) o rn -r-- tersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. The second such entrance (the "South Entrance") shall be located at the south end of the Property as depicted on the GDP 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access ease- ments over the Properly necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant ex- pressly approves of the plans for improvements associated with the Future En- trance, such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance is constructed as provided herein, the Appli- cant shall close the Initial Entrance and shall pay fifty (50) percent of the total au- dited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. 'rile "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) per- cent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be used exclusively for costs associated with improvements necessary for the issuance of a VDOT en- trance permit for the Future Entrance and shall be made to the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the follow- ing conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcels to the north and south of the Property to accom- modate access to the Future Entrance and to the South Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right-of-way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right-of-way. Such dedication shall be made prior to the approval of the first site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right-of-way, and dedicate an easement to the County for public purposes for such trail, drainage and grading improvements upon written request by the County. The maintenance of the asphalt trial shall be the responsi- Amended Proffer statement Proffer 01 (1)0258602-3) • • o M c.n bility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00/100 Dollars ($550,000.00) subject to the escalation clause con- tained in these Proffers, to be used for improvements in the Route 11 north corri- dor. Such payment shall be made at the time of issuance of each building permit for a use on the Property, and each such payment shall be in proportion to the square footage of the proposed construction bears to the 750,000 square feet of building authorized hereunder. Such funds may be used by the Board in its dis- cretion for such transportation improvements. 4. Fire and Rescue. The Applicant shall contribute the sum of Tcn Thousand Dollars ($10,000.00) to Freder- ick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, for fire and rescue purposes. Site landscaping. 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance §165-36.B.1, or equivalent) per one hundred linear feet, and twenty-five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 1 I Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance §165-36.13.1, or equivalent) in the area between the rear parking area the Property's western prop- erty line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural. Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of con- crete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simu- lated wood or glass. 7. Site development requirements. 7.1. All utilities will be underground. 7.2. Storinwater management facilities will be maintained by the Applicant. 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the Amended Proffer statement Proffer 01 (110258602-3) C� U Q� Cn Applicant shall construct a split rail fence no more than five feet in height along the Property's Route 11 frontage in a location to be determined by the Applicant in consultation with the County. 8. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Dedication of Right —of 1Vay for Branson Spring Road Extension. Upon VDOT's approval of a functional plan for the extension of Branson Spring Road through the Property in a location generally consistent with the current termination point of that Road and parallel to the northern property line of the Property (the "Branson Spring Road Ex- tension"); the Applicant shall, upon written request from the Count)' or VDOT, dedicate not more than 100 feet of right-of-way from that property line to the County at no cost. No addi- tional landscaping, buffering or setbacks shall be required of the Applicant as a consequence of such dedication. 10. Escalator. In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contri- butions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid the)' shall be adjusted by the percentage change in the CPI-U from that date eighteen (18) months after the approval of this rezoning to the most recently avail- able CPI-U to the date the contributions are paid, subject to a cap of 6 percent (6%) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] Amended Proffer statement Proffer 01 (P0258602-3) 0 Owner: FREDERICK COUNTY INVESTORS, LLC By: (;g __ Name: Daniel DiLella, Jr. Its: _U,fie_ U1Lf�t \ Q'- STATE OF COUNTY/CITY OF -ctC , To -wit: 0 The foregoing 111StrL1111c11t was acknowledged before me this /clay of 'xv aq , 2012, by Danicl M. DiLella, Jr., as V. / of Fred- vestors, LLC. NOTARIAL SEA—�" CATHERINE T SIMPSON NEWTOW.Notary Public MY Commisslon E �InswAAE CMTY xR Mor 3, 2014 My commission expires: Registration Number: /a�5-76y NOTARY PUBLIC O O"11 -J Amended Proffer Statement Proffer 01 (P0258602-3) i • Applicant: BPG PROPERTIES, LTD. By: BPG-GP, , its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF, � C, 2b , COUNTY/CITY 01 / UQ/c1L , To -wit: The foregoing instrument was acknowledged before me this /yday of z ct,c/ , 2012, by Danicl M. DiLella, Jr., as Viec President of L::..0 rs�;;,;,nr,BPG Properties, Ltd. NOTARIAL SEAL CATHMINE T SIMPSON Notuy Public NEWTOWN TWP, DELAWARE CNTY My Commission Expires Nov,3, 2014 My commission expires: Regi tration Number: /a 876V 0 %_{1�LQ1 J. NOTARY PUBLIC 0 00 Amended Proffer statement Proffer 01 (P0258602-3) 9 WOSc.PESCIIFEM KV.O- wEstEaWVIWERrV\IE Nn0.EE11l al , .,� t ��✓"' � I. 1 I',I aamwer1lNiE� "T, t� :r1r' F'' T. :.#�aEEewaa..a = es�i:�Lt. �-z :tu.il.-:1:a :ice--`2s_.° tL-!:='.�:3�.-.�L_-..:1-... : st1_»i-,-,•w._.xsar.. ._ lk—C r ET�^ m�rT^,� low � APFA ►l-o"EO E.iI E.MeaIA 1 nm.lE aes aoo tort - _ - j I Ili _ _ Ept.oErllucruFE ORItSMOVEO 1 _ - I I � .IU.OIom OeO YI .. �E� a - I 1 _ 1 - •v*ve e.aovEc ..Ilroan ' � i � I i I.s TMJG{ COUP1 w. n OOCA - — j Y n/tl/E rAlOt COVI i 1) ,1Pn10OMrE IOCAnOM a CEW EMEMEM Q lccEss nwo. _ - . rnosscw a a a!1 - ��cc IwMq Y • i Fl11WF NlKEIV o1M�p I � • , FlIOEOE®Iv U RItIlE EtanMilL� �- L Z IINQIiXE 9PIETMoi ' - - - - ,s'EtxlNl - o woE f y `_-- f ui o a =— — -- w0 �� R V - _ O Z O __ rllpnp6En to rw.E d U w J M-OM. a n U d' (.i w rM SOEEEw a Et a w p SOI/rw EMtM1SE S S. n. I I W Nn co O N40.+En a n � 4 GDP r•� 6910 • • all r AMENDED PROFFER STATEMENT REZONING: Proffer Amendment 4 , amending proffers assoi- cated with RZ 1105-08 PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33-A-109; 33-A-110 RECORD OWNER: Frederick County Investors, LLC APPLICANT: BPG Properties, Ltd. PROJECT NAME: I-81 Distribution Centel - DATE OF APPROVAL OF ORIGINAL PROFFERS: September 24, 2008 AMENDED PROFFER SUBMISSION: April 9, 2012 The undersigned hereby proffers that the use and development Of the Subject property ("Property"), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are con- tingent upon final rezoning Of the Property with "final rezoning" defined as that rezoning which is in effect on the clay following the last clay upon which the Frederick County Board of Super- visors' (the "Board") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of ref ereI ec only and shall not control of affect the 11 caning of be taken as all intcrpretation Of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated Feb- Riary 9, 2012 (the "GDP"), prepared by Triad Engineering, Inc., Subject to reasonable changes approved by the COLInty ill Connection with Master Development Plan and Final Site Plan re- view, including revisions required for final engineering considerations, code and regulatory compliance, and revisions to parking layout and the location Of Stl'L1CtLll'CS to accommodate the potential for multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions. 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet Of pci'Illltted Uses, as those uses are modified hereby, which 750,000 Sgllare feet and permitted LISCS Shall be located entirely within one build- ing Or within Illultiple buildings On the Property. 71 Amended Proffer statement Proffer 01 (110258602-2) 1.2. Office uses may be employed on the Property Only as accessory uses and shall be located entirely within the structurC(s) for the primary usc(s). In no event shall there be stand-alone oflicc buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the Ml District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses. The fOIIO\\'illg Uses shall not be permitted oil the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees oil Site 2.5 Amusemcrlt and recreation scrviceS operated indoors 2.6 Drive-in motion picture theater's 2.7 Local and Suburban transit and intCI'Llrban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Building materials, hardware, garden Supply, mobile home dealers and retail 111-11'Se- ries, provided that this proffer does not exclude from the Property warehouse facil- ities that store and distribute goods associated with these uses. 2.15 Food stores or groceries. 3. Transportation Mitigation. 3.1. At the entrance to the Property, the Applicant will constl'uct entrance improve- ments consistent \with Virginia Department ol'Transportation (VDOT) require- ments. 3.2. There shall be no more than two entrances to the Property. The first such en- trance shall be CO11St1'l1ctcd along RoUte I I in the general location identified oil the GDP as the "Initial I-ntrance," which shall be separated at least 700' from the in - Amended Proffer Statement Proflcr 0l (110258602-2) • terseetion of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. 'File sccond such entrance (the "South Entrance") shall be located at the south end of the Property as depicted on the GDP 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) clays alter all ofthe following conditions have been met: i) an entrance to the Property has been Constructed by others in the general location identified on the GDP as "Future Entrance" and 1r) a right turn and cleecleration lane meeting VDOT requirements has been constructed by others into the Flriure Entrance. The Applicant shall grant any necessary CO11StrUCtlO11, grading and access case- ments over the Property necessary for the construction of the Flltltl'e Entrance and all associated 1'lght tlll'll lane llltO SUCK Entrarlec, provided that the Applicant ex- pressly approves of the plans for improvements associated with the Future En- trance, such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance 1S COrlStrllCtCd as provided ]Krell], the Appli- cant shall Close the Initial Entrance and shall pay ]illy (50) percent of the total au- clited costs incurred in constructing the Future Entrance to VDOT stanclards, which may 111CI11dC slgnall/_ation thereof, SIICh paylllCllt not t0 exceed $125,000.00. "file "not to exceed" value of $ ] 25,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) per- cent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the FlltUrC Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be used exclusively for costs associated with improvements necessary for the issuance of a VDOT en- trance permit for tilt FUtUre Entrance and shall be made t0 the party designated by the Zoning Administrator for the C011St1'UCti011 of tic Future Entrance upon written demand of the Zoning Administrator and within thirty (30) clays after the Follow- ing conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System Ol' Secondary Highways, and ii) the party responsible therefor provides the "Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of'the Property to accommodate access to the Future Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition Of final site plan approval. 3.7. The Applicant shall dedicate right-of-way along the Property's Route 1 1 frontage that is ten (10) feet wide from the existing edge of right-of-way. Such dedication shall be made prior to the approval of the first site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right-of-way, and dedicate an easement to the County for public purposes for such trail, drainage and grading improvements Upon written request by the County. The maintenance of the asphalt trial shall be the responsi- Amended Proffer Statement Proffer 01 (110258602-2) bility Of the owncr Of the Property of a property owner's association created for SLICIl purpose, LII1lcss and until the COLInty of -irnmtivcly aSSLIIIICS maintenance Of the trail in writing. 3.8. The Applicant will contribute to Frederick County the suns of Dive I-Iundred Fifty Thousand and 00/100 Dollars ($550,000.00) SLlbjcct to the escalation claUse c011- tained in these Proffers, to be Used for illlprovenlcntS in the ROLItC I 1 north corri- CIOr. SLICII payment shall be made at the time Of iSSLlance Of each bllilCllllg 1)CI'llllt for a use on the Property, and each such payment shall be in proportion to the square footage Of the proposed construction bears to the 750,000 square feet of bllllding aLltllOriZ_CCI IICI'CLIIICICi'. Such funds may be used by the Board in its dis- cretion for such transportat1011 improvements. 4. Fire and Rescue. The Applicant Shall contribute the SLIM Of "hen Thousand Dollars ($10,000.00) to Frede- rick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, for fire and rescue purposes. 5. Site landscaping. 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proflcr 3.7 and the parking area identified on the GDP that is a minimum of tell (10) feet in width (the "ROLItC I I Buffer")., The Route I Buffer shall be comprised of' three street trees (per Zoning Ordinance §165-36.13.1, or equivalent) per one ]Iundred linear feet, and twenty-five shrubs per One hundred linear feet. These plantings shall be in addition to those regUil'CCl by the County's bUffering and screening 1'Cquirelllcllts. If no berm or hedgerow along the Route 1 1 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route I 1 frontage within the Route 1 I BLlficf. 5.2 The Applicant shall plant street trees (per Zoning Ordinance § 165-36.13.1, or equivalent) in the area between the rear parking area the Property's western prop- erty line at a rate of'no fewer than one tree per forty (40') linear feet. 6. Architectural. Facing materials Of buildings facing Route 1 1 and Interstate 81 shall be primarily of con- crete masonry unit, brick, architectural block, Dryvit Or Other Slnllllated StLICCO, or Peal or simu- lated wood or glass. 7. Site development requirements. 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. 7.3. Prior to the issuance of an occupancy permit for a building On the Property, the Amended Proper Statement Proffer 01 (110258602-2) • 0 Applicant Shall C0I1St1'LICt a Split fall fence no more than live Icct in height along the Property's Route 1 1 frontage in a location to be determined by the Applicant in consultation with the County. 8. Deed. The Applicant proffers and agrees that any creed conveying the Property shall affix as an attachment and incorporation into Said deed, a Dull copy of'thcsc proffers in order to fully advise all}' subsequent pLlrchaser of these proffered terms and conditions. 9. Dedication of Right—of=Way for Branson Spring Road Extension. Upon VDO"I's approval of a functional plan for the extension Of Branson Spring Road through the Properly 111 a location generally consistent With the CUrrC11t termination point of that Road and parallel to the northern properly line of' the Properly (the "Branson Spring Road Ex- tension"), the Applicant shall, upon written request fi•0111 the COL111ty or VDOT, dedicate not more than 100 Ieet of right-of-way from that property line to the County at no cost. No addi- tional landscaping, bllffel'lilg OI' Setbacks shall be required of the Applicant as a consequence of such dedication. 10. Escalator. In the event the monetary contributions Set forth in the Proffer Statement are paid to Fre- derick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, Said contrlbllti011S shall be in the amounts as stated herein. Any monetary contribu- tions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI-U from that date eighteeI1 (18) months after the approval of this rezoning to the most recently available CPI- U to the date the COIltribUtions are pale, subject to a cap of 6 percent (6%) per year, noncom - pounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] Amended Proper Statement Prollcr 01 (110258602-2) Owner: FREDERICI< COUNTY INVESTORS, LLC By: Name: Dmcl M. ' �ella, ,Ir. Its: 1 STATE OI-� S - L ) COUNTYXITY OF > )�(�:A "I"o-wit: The iorcgoing instrument was acknowledged be('or ill this / _may o1 2012, by Daniel M. DiLclla, .lr., as 0 ' 1Frede- rick County Investors, LLC. /1 ?-O�r - PUBL C f� �� n My commissioexpirr�I es: ) Registration Number: 1,26 j b 3,p- COMMONWftALTH OF PENNSYLVANIA NOTARIAL SEAL MARY E. LORD, Notary Public City of Philadelphia, Phila. County My Commission Expires April 26, 2015 Amended ProfTer statement Proffer 01 (110258602-2) Applicant: BPG PROPERTIES, LTD. By: BPG-GP, LLC, its General Partner By Name: Daniel M. DiLella, .Ir. Its: Vice President STATE O >l �/�,�1�4 COUNTY OI {), To -wit: The foregoing instrument was admowlcciged before me this 11 ty of 2012, by Danicl M. DiLella, .Ir., as Vice President of' BPG-GP, LLC, General Partner of' BPG Properties, Ltd. "TAF� L � _ PUBLIC i My commission expires Registration Numbcr: COMMONMALTH OF PENNSYLVANIA NOTARIAL SEAL MARY E. LORD, Notary Public City of Philadelphia, Phila. County My Commission Expires April 26, 2016 Amended Proffer Statement Proffer 01 (110258602-2) 0 0 AMENDED PROFFER STATEMENT REZONING: Proffer Amendment # amending proffers assoi- cated with RZ #05-08 PROPERTY: ±59 Acres, Tax Map Parcel No.'s 3-A-4 W33-A-109; 33 A 109 33-A-110 RECORD OWNER: 1-3P-C-P-reNeF6esFrederick County Investors,4td- LLC APPLICANT: BPG Properties, Ltd. PROJECT NAME: 1-81 Distribution Center DATE OF APPROVAL OF ORIGINAL PROFFERS: September 4-724, 2008 AMENDED PROFFER SUBMISSION: April 9, 2012 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are con- tingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Super- visors' (the "Board") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of ref- erence only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated dune -}-}February 9_,421808- 2012 (the "GDP") _ n_e pared b Triad Engineering, Inc., subject to reason- able changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions to parking layout and the location of structures to accom- modate the potential for multiple buildings on the Property. The Applicant hereby proffers the following: 1. Land Use Restrictions. 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 110266747.00ca 0 i 750,000 square feet and permitted uses shall be located entirely within one build- ing or within multiple buildings on the Property. 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand-alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the M1 District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses. The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive-in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 1,, 1 6,t,k-i-ng 2.14 ?-.�Building materials, hardware, garden supply, mobile home dealers and retail nurseries, provided that this proffer does not exclude from the Property warehouse facilities that store and distribute goods associated with these uses. 2.15 good stores or groceries. 3. Transportation Mitigation. 3.1. At the entrance to the Property, the Applicant will construct entrance improve- ments consistent with Virginia Department of Transportation (VDOT) require- ments. 3.2. There shall be no more than else-entmnee-two entrances to the Property. The first such entrance shall be constructed along Route 11 in the general location identi- P0266747.DOCx 0 • fied on the GDP as the "Initial Entrance," which shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise ap- proved by Frederick County and VDOT. The second such entrance (the "South Entrance") shall be located at the south end of the Property as depicted on the GDP 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access ease- ments over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant ex- pressly approves of the plans for improvements associated with the Future En- trance, such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance is constructed as provided herein, the Appli- cant shall close the Initial Entrance and shall pay fifty (50) percent of the total au- dited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) per- cent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be used exclusively for costs associated with improvements necessary for the issuance of a VDOT en- trance permit for the Future Entrance and shall be made to the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the follow- ing conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right-of-way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right-of-way. Such dedication shall be made prior to the approval of the first site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right-of-way, and dedicate an easement to the County for P0266747.DOCX 0 • public purposes for such trail, drainage and grading improvements upon written request by the County. The maintenance of the asphalt trial shall be the responsi- bility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00/100 Dollars ($550,000.00) subiect to the escalation clause con- tained in these Proffers, to be used for improvements in the Route 11 north corri- dor-. Such payment to -shall be made at the time of issuance of the--l=i+-St-each building permit for a use on the Property, and each such payment shall be in pro- portion to the square footacJe of the proposed construction bears to the 750,000 square feet of building authorized hereunder. Such funds may be used by the Board in its discretion for such transportation improvements. 4. Fire and Rescue. The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Freder- ick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, for fire and rescue purposes. Site landscaping. 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance § 165-36.B.1, or equivalent) per one hundred linear feet, and twenty-five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route I 1 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance § 165-36.13.1, or equivalent) in the area between the rear parking area the Property's western prop- erty line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural. Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of con- crete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simu- lated wood or glass. 7. Site development requirements. 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. P0266747.DOCX • • 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the Applicant shall construct a split rail fence no more than five feet in height along the Property's Route 11 frontage in a location to be determined by the Applicant in consultation with the County. 8. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attaclunent and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Dedication of Right —of -Way for Branson Spring Road Extension. Upon VDOT's approval of a functional plan for the extension of Branson Spring Road through the Property in a location generally consistent with the current termination point of that Road and parallel to the northern property line of the Property (the "Branson Spring Road Ex- tension"), the Applicant shall, upon written request from the County or VDOT, dedicate not more than 100 feet of right-of-way from that property line to the County at no cost. No addi- tional landscaping, buffering or setbacks shall be required of the Applicant as a consequence of such dedication. 10. Escalator. In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contri- butions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI-U from that date eighteen (18) months after the approval of this rezoning to the most recently avail- able CPI-U to the date the contributions are paid, subject to a cap of 6 percent (6%) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] P0266747.DOCx Owner: FREDERICK COUNTY INVESTORS, LLC By: Name: Daniel M. DiLella. Jr. Its: STATE OF COtJNTYUTY OF , To -wit; The fore�oinp instrument was acknowledged before me this day of 2012, by Daniel M. DiLella, Jr , as of Fred- erick County Investors, LLC. NOTARY PUBLIC My commission expires: Registration Number: 110266747.DOCX 0 11 AL2plicant: BPG PROPERTIES, LTD. By: BPG-GP, LLC, its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF COUNTY/CITY OF To -wit: The foregoing instrument was acknowledged before me this _ day of , 2012, by Daniel M. DiLella, Jr., as Vice President of BPG-GP, LLC, General Partner of BPG Properties, Ltd. NOTARY PUBLIC My commission expires: Registration Number: P0266747.DOCx 0 AMENDED PROFFER STATEMENT REZONING: Proffer Amendment # , amending proffers assoi- cated with RZ #05-08 PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33-A-109; 33-A-110 RECORD OWNER: Frederick County Investors, LLC APPLICANT: BPG Properties, Ltd. PROJECT NAME: I-81 Distribution Center DATE OF APPROVAL OF ORIGINAL PROFFERS: September 24, 2008 AMENDED PROFFER SUBMISSION: April 9, 2012 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are con- tingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Super- visors' (the "Board") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of ref- erence only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated Feb- ruary 9, 2012 (the "GDP"), prepared by Triad Engineering, Inc., subject to reasonable changes approved by the County in coruiection with Master Development Plan and Final Site Plan re- view, including revisions required for final engineering considerations, code and regulatory compliance, and revisions to parking layout and the location of structures to accommodate the potential for multiple buildings on the Property. The Applicant hereby proffers the following: 1. Land Use Restrictions. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one build- ing or within multiple buildings on the Property. P0258602.DOC 0 0 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand-alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the M1 District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses. The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive-in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Building materials, hardware, garden supply, mobile home dealers and retail nurse- ries, provided that this proffer does not exclude from the Property warehouse facil- ities that store and distribute goods associated with these uses. 2.15 Food stores or groceries. 3. Transportation Mitigation. 3.1. At the entrance to the Property, the Applicant will construct entrance improve- ments consistent with Virginia Department of Transportation (VDOT) require- ments. 3.2. There shall be no more than two entrances to the Property. The first such en- trance shall be constructed along Route 11 in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the in- P0258602.DOC 0 tersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. The second such entrance (the "South Entrance") shall be located at the south end of the Property as depicted on the GDP 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access ease- inents over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant ex- pressly approves of the plans for improvements associated with the Future En- trance, such approval not to be unreasonably withheld. 3.4. At such tune as the Future Entrance is constructed as provided herein, the Appli- cant shall close the Initial Entrance and shall pay fifty (50) percent of the total au- dited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) per- cent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be used exclusively for costs associated with improvements necessary for the issuance of a VDOT en- trance permit for the Future Entrance and shall be made to the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the follow- ing conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accoin nodate access to the Future Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right-of-way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right-of-way. Such dedication shall be made prior to the approval of the first site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right-of-way, and dedicate an easement to the County for public purposes for such trail, drainage and grading improvements upon written request by the County. The maintenance of the asphalt trial shall be the responsi- P0258602.DOC 0 0 bility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00/100 Dollars ($550,000.00) subject to the escalation clause con- tained in these Proffers, to be used for improvements in the Route 11 north corri- dor. Such payment shall be made at the time of issuance of each building permit for a use on the Property, and each such payment shall be in proportion to the square footage of the proposed construction bears to the 750,000 square feet of building authorized hereunder. Such fiends may be used by the Board in its dis- cretion for such transportation improvements. 4. Fire and Rescue. The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Freder- ick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, for fire and rescue purposes. Site landscaping. 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance § 165-36.B.1, or equivalent) per one hundred linear feet, and twenty-five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance § 165-36.13.1, or equivalent) in the area between the rear parking area the Property's western prop- erty line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural. Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of con- crete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simu- lated wood or glass. 7. Site development requirements. 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the P0258602.DOC 0 0 Applicant shall construct a split rail fence no more than five feet in height along the Property's Route 11 frontage in a location to be determined by the Applicant in consultation with the County. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Dedication of Right —of -Way for Branson Spring Road Extension. Upon VDOT's approval of a functional plan for the extension of Branson Spring Road through the Property in a location generally consistent with the current termination point of that Road and parallel to the northern property line of the Property (the "Branson Spring Road Ex- tension"), the Applicant shall, upon written request from the County or VDOT, dedicate not more than 100 feet of right-of-way from that property line to the County at no cost. No addi- tional landscaping, buffering or setbacks shall be required of the Applicant as a consequence of such dedication. 10. Escalator. In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contri- butions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI-U from that date eighteen (18) months after the approval of this rezoning to the most recently avail- able CPI-U to the date the contributions are paid, subject to a cap of 6 percent (6%) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] P0258602.DOC • 0 Owner: FREDERICK COUNTY INVESTORS, LLC By: Name: Its: Daniel M. DiLella, Jr. STATE OF COUNTY/CITY OF To -wit: The foregoing instrument was acknowledged before me this _ clay of 2012, by Daniel M. DiLella, Jr., as of Fred- erick County Investors, LLC. NOTARY PUBLIC My commission expires: Registration Number: 110258602.Doc Applicant: BPG PROPERTIES, LTD. By: BPG-GP, LLC, its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF COUNTY/CITY OF , To -wit: The foregoing instrument was acknowledged before me this _ day of , 2012, by Daniel M. DiLella, Jr., as Vice President of BPG-GP, LLC, General Partner of BPG Properties, Ltd. NOTARY PUBLIC My commission expires: Registration Number: P0258602.DOC Ilk • 0 Narrative Statement BPG Properties, Ltd. I-81 Distribution Center Proffer Amendment February 27, 2012 Introduction Frederick County Investors, LLC, the Applicant, by BPG Properties, Ltd., its agent, requests to amend the proffers associated with Rezoning #05-08, approved by the Frederick County Board of Supervisors on September 24, 2008. RZ 1105-08 authorized the rezoning of approximately 59 acres fi•oin the RA (Rural Area) District to B-3 (Business, Industrial Transition) District for the development of up to 750,000 square feet of warehouse/off ce space. At the time of approval, RZ 905-08 had been frilly vetted by all county reviewing agencies and was ultimately supported by Staff and Planning Commission members and approved by the Board. With this proffer amendment application, the Applicant is requesting only two modifications to RZ #05-08. First, the Applicant seeks a modification to Proffer 43.2 and the Generalized Development Plan to allow a second (southern) entrance to the Property and lastly to amend Proffer 43.8 to allow a proportionate payment of the $550,000.00 (escalated) monetary contribution based the building square footage that is permitted and constructed. Proposal As noted, the Applicant's proposed modifications are to provide for a second entrance ("South Entrance") to the site and a proportionate payment of the $550,000.00 monetary contribution. While the Applicant continues to anticipate an ultimate build out of 750,000 square feet per the existing proffers, the economic climate of the last few years has significantly slowed the market and, as a result, the Applicant is experiencing a demand for smaller building footprints that can be expanded over time. It would be of material consequence to the Owner to be able to phase the payment of its contribution to the County, which is, in any event, subject to a proffered escalation clause. P0259944.DOCX The intent of the South Entrance will be to facilitate traffic movements in and around the site. It will provide the possibility of relief between truck and car traffic and minimize potential conflicts between permitted uses, such as warehouse, and ancillary uses located on the site. To maintain maximum flexibility and marketability, the Applicant understands that providing for a second access point into the 59 acre complex will serve the interests of both the Applicant's future users as well as erfliancing the functionality of the entire site. Moreover, prospective users of the site have uniformly advised the Owner that a second entrance is critical to internal traffic movement and to safety in the event that the single entrance should be closed during an emergency. With respect to payment of the monetary contribution, the Applicant is proposing language that will provide for a proportionate payment of the proffered contribution based on the actual construction of the building(s) and the ability to pay in accordance with an established pro-rata amount. The language, as proposed below, will enhance the marketability of the Property and spread the financial burden equitably over the full build -out. The proffers do not presently require that the permitted square footage of the permitted structure be constructed as a single facility, and thus it was always anticipated that the building(s) could be phased up to the total authorized amount. As noted, in the proffer, payment of the contribution(s) would be subject to the escalation clause. "Proffer #3.8. The Applicant ri,ill contribute to Frederick County the sum of Fire Hundred Fiftj, Thousand and 00/100 Dollars ($550,000.00) subject to the escalation clause contained in these Proffers, to be used for improvements in the Route 11 north corridor. Such paynnent shall be made at the time of issuance of each building permit for a use on the Property, and each such payment shall be in prol)orlion to the square footage of the proposed construction bears to the 750, 000 square feet of building authorized hereunder. Such funds may be used by the Board in its discretion fol• such Ownsporlation inproi,elnents. " The Applicant suggests that these are minor changes to the proffers. The second entrance will not create significant adverse burdens on Route I I and will improve the safety and utility of the site. Moreover, the County will eventually receive all of the monies that it anticipated at the time the proffers were originally written at no loss in value of the amount of that original contribution. P0259944.DOCX Rezoning Con lllellts Virginia DepartnlentofTransportation Mail to: Virginia Departnlent of Transportation Attn: Resident Engineer 14031 Old Valley Pike Edinburg, Virginia 22824 (540) 984-5600 Hand deliver to: Virginia Departlnent ofTransportatioil Attn: JZcsicicnt Engineer 2275 Northwestern Pike Winchester, Virginia 22603 15 possible in ordea• to assist the Virginia Department Applicant: Please fill out the information as accurately I g p ofTransportation witli their review. Attach tlli•ee copies of youl''appl►catlon fol m,Ioeat►on map, pl offcl ^ .,:. statenlent;;imp,ict �inalysis, and alty�other pectlnent into►nlatwlx Applicant's Name: BPG Properties LTD Telephone: 70 -0-0 4664 c/o Walsh Colucci Lubeley Emrich & Walsh PC Mailing Address: rinee WiT iam arVw-ay—wife aO-G — Prince William, VA 22192 Location of property:Tax maps 33-A-109 & 33-A-110 Located approximately 0 61 miles north of the Rt 11 intersection with state-Rt 6-7-1-(Cedar-Hill�Bounded-on-the-west-by Interstate 81 and on on the east by Rt 11 (Martinsburg Pike). Current zoning: Proffer Amend meni�oning requested: Acreage: t/=59-acres Vir ail iaDe >artnient of Transportation Conlnlents: The docurrtn�ation �rithin the application to rezone this property appears to have a measurable impact on Route 11. This route-is-tale-VDOi=roadway-which-has-beerrcrosidered-as-t cess o the prope re erence DOT is satisfied that the transportation proffers offered in the BPG Properties, LTD Rezoning Application dated March, 2012 address transportation con ems assodated-vvit.h_this_cequest_-Before-development--this-oftic-e--will-require-a-e mpfete— set of construction plans detailing entrance designs, drainage features, and traffic flow data for review. VDOT reserves the right to comment on all right-of-way needs, including right-of-way dedications and off -site roadway improvemen an rainage- ny wor performed on the State's right-of-way must be covered under a land use permit. This permit is issued by this office and requires an inspection fee and surety bond coverage. _ VDOT Signature &Date: Notice to Vll0 l' - lease Return Form to Applicant 20 • f XVDOT LLOYD A. INC—,RAM LAND DEVELGPMENT ENGINEER CLARKE,FREDERICK,SHENANDOAH & WARREN COUNTIES VIRGINIA DEPARTMENT OF TRANSPORTATION 14031 OLD VALLEY PIKE EDINBURG, VIRGINIA 22824 PH: (540) 984-5611 Lloyd.Ingram@VDOTVirginia.gov Fx: (540) 984-5607 • Rezoning Comments RECEIVED MAR 29 2012 Frederick County Fire Marshal Mail to: Iland deliver to: Frederick County Firc Marshal Frederick County Fire & Rescue Dept. 1800 Coverstone Drive Attn: Fire Marshal Winchester, Virginia 22602 Public Safety Building (540) 665-6350 1800 Coverstonc Drive Winchester, Virginia Applicant: Please f ill out the inlormation as accurately as possible in order to assist the Frederick County Pirc Ivlatshal with his review. Attach a copy ofyour Ipplication,fol. rn; location neap, prof'i'et`st<itement, I impact analysis, and any,otber pertinent inlbr►nation _ ._....._.. s_...-1..:�..._.:_._ Applicant's Name: _BPG Properties,_I-TD "Telephone: — O3-6S0-4fi64 Mailing Address: c/o Walsh Colucci Lubeley Emrich & Walsh PC _arkw_— 43-10 Prince --William Ray, Suite 300 Prince Wllliam, VA22192.— Location of property: Tax maps 33-A-109 & 33-A-1100 Z� Located approximately 0.61 miles north of the Rt 11 intersection wit slate_RL6-71_(_C-edaLM11)._So.unded-on-the_w-est by Interstate 81 and on on the east by Rt 11(Martinsburg Pike). Current zoning:P-roffer-Atnendmentloj►i»g requcslcd: Acreage: +/_59-acres Fire Marshal's Comments: PLANS APP'[10VI-D Fire Marshal's Signature & bate: Notice to Fire Allarshal - Please Return 'I'his Form to the Applicant 22 0 0 lCK 1-ve Ierick County Fire Qatari ReFCLle 4 4 a w x 0-Ilice OT the ivilai-shal 0.5 y c, k Flan Rleviovy Ultra f" or'ttraet is VIRGINIA Control number Date received RZ08-0006R 3/22/2012 Project Name 1-81 Distribution Address City 4310 Prince William Packway, Suite 300 Prince William Type Application Tax ID Number Rezoning 33-A-109,110 Current Zoning Date reviewed 3/30/2012 Applicant BPG Properties, Ltd. State Zip VA 22192 Fire District 13 B-3 R d tions Automatic Sprinkler System No Other recommendation Emergency Vehicle Access Not Identified Siamese Location Not Identified Emergency Vehicle Access Comments Access Comments Additional Comments Plans approved. Plan Approval Recommended No ecommen a Automatic Fire Alarm System No �"!(-,'gIAi;'t Fri (-,'nil:' Hydrant Location Not Identified Roadway/Aisleway Width Not Identified Date Revised 3/30/2012 Applicant Phone 703-680-4664 Rescue District 13 Election District Stonewall Residential Sprinkler System No Fire Lane Required No Special Hazards No Reviewed By Signature S. Mark Showers Title • CD O co 080013305 O THIS DEED made and dated this 116 day of November, 2008, by and between KAY MARIE BOYCE, Executrix of the Estate of Roy Riley Boyce, Jr., unmarried and deceased, N party of the first part, hereinafter called the Grantor, and ROBIN LYNN BOYCE (P-Wa �o ' Robin Hall) and KAY MARIE J!OYCE (alWa Kay Marie Morrison), Individually, parties a -- Q$ of the second part, hereinafter called the Grantors, and FREDERICK COUNT Y t ?5 y zo ff STORS, LLC, a Virginia limited liability company, party of the third part, hereinafter �8 ma called the Grantee. WITNESSETH: That for and in consideration of the sum of Ten ($10.00) Dollars, cash in hand paid, and other good and valuable consideration, the receipt of which is hereby w acknowledged, 3 q gcd, the party of the first part and the parties of the second part as Grantors do > < � hereby grant and convey with special warranty of title unto the Grantee, in fee simple absolute, all of that certain tract or parcel of land, lying and being situate in Stonewall Magisterial District, Frederick County, Virginia, and more particularly described on Exhibit "A" attached hereto and by this reference made a part hereof as if set out in full; AND BEING a portion of the same land of which Roy Riley Boyce, Jr., unmarried, died seised and possessed on December 12, 2003 and by his Last Will and Testament as probated December 30, 2003 and recorded in the Clerk's Office of the Circuit Court of Frederick County, �aG g Virginia, in Will File 03-0000235 Pages 28-30 devised to his two 2 daughters, Robin Lynn $,o � � g () 8 , Y wg Boyce and Kay Marie Boyce as the sole heirs of Decedent, as shown and evidenced by the . List of Heirs recorded in the aforesaid Clerk's Office in Will File No. 03-0000235, Page 32. ca i3 > wW o Kay Marie Boyce qualified and was appointed Executrix under the Will of Decedent by Order � g probated December 30, 2003 and recorded in the aforesaid Clerk's Office in Will File 03- xai3 w 0000235, Page 31, ao R TO: O', aLAI,a.&C 0 a (CON AONWEALTH/LAWYERS) 1037 DEMOCRACY LANE Page 1 of 2 FA! VA 22030 d III . o (D 0 This conveyance is made subject to all easements, rights of way and restrictions of record affecting the subject property. WITNESS the following signatures and seals. ESTA'rE OF ROY RILEY BOYCE, JR. By, PEAL) Kay arie Boyce, Ex cutr x a�(aJVa (SEAL) Kay M reMaric Morrison), Individually 6?d —(SEAL) Robin Lynn Boyce (Wa Robin Hull) COMMONWEALTH OF VIRGINIA, CITY OF WINCHESTER, to -wit: The foregoing instrument was acknowledged before me this / I day of November, 2008, by Kay Marie Boyce (aWa Kay Marie Morrison), Individually and as Executrix of the Estate of Roy Riley Boyce, Jr., and Robin Lynn Boyce (a/k/a Robin Hull). My commission expires /-" 3/ —,;to /D Registration No. /70 17 24 . i ;(CcA Notary Public 12949 Boyce \ A:1Dud.dm Page 2 of 2 J�P\ZE C. (oG�,�� '�C?;'•NOTAAY' PUBLIC REG. #7010794 '. = * NIY coMMISSION EXPIRE ' 0' ' ; LT" _ • G C7 C:) w November 3, 2008 DESCRIPTION OF THE PROPERTY OF ROBIN HULL AND KAY MARIE MORRISON TAX MAP NO. 33 ((A)) PARCEL 109 STONEWALL MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA Beginning at the southeastern corner of the tract herein described said point being an iron rod found on the westerly right-of-way line of US Route 11 and a corner to the other lands of Robin Hull and Kay Marie Morrison. Thence departing said westerly right-of-way line of US Route 11 and running with said other lands of Robin Hull and Kay Marie Morrison the following courses and distances: N74'-57'-06"W, 97.47 feet to an iron rod found, N65°-27'-06"W, 382.80 feet to an iron rod found, N28°-12'-06"W, 986.69 feet to an iron rod found, said rod being on the easterly right-of-way line of Interstate Route 81 and bearing N28°-12'-06"W, 2,164.80 feet to a set stone found. Thence departing said other lands of Robin Hull and Kay Marie Morrison and running with said easterly right-of-way line of Interstate Route 81 N19°-55'-51"E, 240.94 feet to a iron pipe found, said pipe being a corner to Donald S. Cline. Thence departing said easterly right-of-way line of Interstate Route 81 and running with said Donald S. Cline S68°-47'-47"E, 754.71 feet to a iron pipe found and S77°-04'-47"E, 372.62 to a iron rod found, said rod being on the aforementioned westerly right-of-way line of US Route 11. Thence departing said Donald S. Cline and running with said westerly right-of- way line of US Route 11 701.03 feet along the arc of a curve to the right said curve having a radius of 5,690.00 feet a central angle of 070-03'-33" and a chord which bears S13°-38'-12"W, 700.59 feet to a VHC concrete monument found and S17°-09'-58"W 254.63 feet, to the point of beginning and containing 18.9306 acres more or less. This E)(Fi18IT QO0 CD rV Page 2 description Is subject, however, to all easements, rights -of -way, and restrictions of record. L� CD 0 November 3, 2008 DESCRIPTION OF THE PROPERTY OF ROBIN HULL AND KAY MARIE MORRISON TAX MAP NO. 33 ((A)) PARCEL 110 STONEWALL MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA Beginning at the southeastern corner of the tract herein described said point being an iron rod found on the westerly right-of-way line of US Route 11 and a corner to Donald Lee Bragg. Thence departing said westerly right-of-way line of U.S. Route 11 and running with said Donald Lee Bragg N70°-36'-48"W, 515.84 feet to a fence post and S18°-31'- 55"W, 142.22 feet to a fence post, said fence post being a corner to Charles W. and Joline S. Orndoff. Thence departing said Donald Lee Bragg and running with said Charles W. and Joline S. Orndoff N670-35'-13"W, 748.75 feet to a iron rod found, said rod being on the easterly right-of-way line of Interstate Route 81. Thence departing said Charles W. and Joline S. Orndoff and running with said easterly right-of-way line of Interstate Route 81 N19°-55'-51"E, 1,916.03 feet to an iron rod found, said rod being a corner to the other lands of Robin Hull and Kay Marie Morrison and bearing N28°-12'-06"W, 2,164.80 feet to a set stone found. Thence departing said easterly right-of-way line of Interstate Route 81 and running with said other lands of Robin Hull and Kay Marie Morrison the following courses and distances: S28°-12'-06"E, 986.69 feet to an iron rod found, S65°-27'-06"E, 382.80 feet to an iron rod found, S74°-57'-06"E, 97.47 feet to an iron rod found, said rod being on the aforementioned westerly right-of-way line of US Route 11. Thence departing said other lands of Robin Hull and Kay Marie Morrison and running with said westerly right-of-way line of US Route 11 S17°-09'-58"W, 836.27 feet S • Oo 0 4-- Page 2 to an iron rod found and 285.15 feet along the arc of a curve to the right said curve having a radius of 5,690.00 feet a central angle of 02°-52'-17" and a chord which bears S18°-36'-07"W, 285.12 feet to the point of beginning and containing 40.1464 acres more or less. This description is subject, however, to all easements, rights -of -way, and restrictions of record. VIRGINIA: FREDERICK COUNTY.SCT. This instrument of writing was produced to me on and %%ith cenilicate acknoMedeemcni thereto annexed e%— adniiim' •^cord. I'aN imtmscd 1w Sec. 58.1-802 of S9PODOOz111Ll 5;i.1 OI Lase bccn p:ud. if msessable. �4ee4 /9� , Clerk 0 ViewDetail • • Page 1 of 1 Real Estate Public Inquiry Ticket Detail 2011 REAL ESTATE TAXES Department# : RE2011 Ticket #: 128590001 FRQ: 1 Supth 0 Name. FREDERICK COUNTY INVESTORS LLC Account#: 6491 Name 2: Map1h 33 A 109 Address: C/O THOMSON PTS Description: 16.52 ACRES PO BOX 34472 WASHINGTON DC 20043 Bill Date: 04/18/2011 Due Date: 06/06/2011 Land: $654,800 Improve: Use: Minerals: Original Bill: 3 $1,784.33 Payments: $1,784.33- Acres: 16.52 Penalty Paid: Int Paid: Amount Owed: Other: Last Date: 05/03/2011 Total Owed: Penalty: Interest: Note that if payment has been received within the last 10 business days, any returned items may not be posted at this tin Please 1 {. t1 website 1��ain ie. ease c iec le again. Date Type 'Transaction # Amount Balance 4/18/2011 Charge 0 $1,784.33 $1,784.33 5/3/2011 Payment 15388 ($1,784.33) $0.00 1 se the print key for your browser to print a copy of taxes paid for this year. INew Searchl Previous https:Htaxes.co.frederick.va.us/Applications/REPubliclnquiry/ViewDetai1.aspx 4/9/2012 se the print key for your browser to print a copy of taxes paid for this year. INew Searchl Previous https:Htaxes.co.frederick.va.us/Applications/REPubliclnquiry/ViewDetai1.aspx 4/9/2012 ViewDetail 0 . Page 1 of 1 Real Estate Public Inquiry Ticket. Detail 2011 REAL ESTATE TAXES Department# : RE2011 Ticket #: 128590002 FRQ: 2 Sup#: 0 Name: FREDERICK COUNTY INVESTORS LLC Account#: 6491 Name 2: Map#: 33 A 109 Address: C/O THOMSON PTS Description: 16.52 ACRES PO BOX 34472 WASHINGTON DC 20043 Bill Date: 04/18/2011 Due Date: 12/05/2011 Land: $654,800 I1nprOVe: Original Bill: $1.784.33 Payments: Penalty Paid: Int Paid: Use: Minerals: $1,784.33- Acres: 16.52 Amount Owed: Other: Last Date: 12/07/2011 Total Owed: Penalty: Interest: Note that if payment has been received within the last 10 business days, any returned items may not be posted at this me tiPlease check the , bsite main Date b Type Transaction It Amount Balance 4/18/2011 Charge 0 $1,784.33 $1,784.33 12/7/2011 Payment 6564 ($1,784.33) $0.00 1 Use the print key for your browser to print a copy of taxes paid for this year. �I f - INew Searchl Previous littps://taxes.co. frederick.va.us/Applications/REPubliclnquiry/ViewDetail.aspx 4/9/2012 ViewDetail • Page I of I Real Estate Public Inquiry Ticket. Detail 2011 REAL ESTATE TAXES Department# : RE2011 Ticket #: 128600001 FRQ: 1 Sup#: 0 Name: FREDERICK COUNTY INVESTORS LLC Account#: 6492 Name 2: Map#: 33 A 110 Address: C/O THOMSON PTS Description: 49.00 ACRES PO BOX 34472 WASHINGTON DC 20043 Bill Date: 04/18/2011 Due Date: 06/06/2011 Land: $1,195,300 Improve: $79,200 Use: Minerals: Original Bill: $3,473.02 Payments: $3,473.02- Acres: 49.00 Penalty Paid: Int Paid: Amount Owed: Otlicr; Last Date: 05/03/2011 Total Owed: Penalty: Interest: Note that if payment has been received within the last 10 business days, any 1'etL11"fled Items may not be posted at this tingPlelse check the , bsite a-ain C. Date Type Transaction # Amount Balance 4/18/2011 Charge 0 $3,473.02 $3,473.02 5/3/2011 Payment 15389 ($3,473.02) $0.00 1 se the print Ivey for your browser to print a copy of taxes paid for this year. New Searchl I Previous littps://taxes.co.frederick.va.us/Applications/RBPubliclnquiry/ViewDetail.aspx 4/9/2012 se the print Ivey for your browser to print a copy of taxes paid for this year. New Searchl I Previous littps://taxes.co.frederick.va.us/Applications/RBPubliclnquiry/ViewDetail.aspx 4/9/2012 ViewDetail 0 1J Page 1 of 1 Real Estate Public Inquiry Ticket. Detail 2011 REAL ESTATE TAXES Department# : RE2011 Ticket #: 128600002 FRQ: 2 Sup#: 0 Name: FREDERICK COUNTY INVESTORS LLC Account#: 6492 Name 2: Map#: 33 A 110 Address: C/O THOMSON PTS Description: 49.00 ACRES PO BOX 34472 WASHINGTON DC 20043 Bill Date: 04/18/2011 Due Date: 12/05/2011 Land: $1,195,300 Improve: $79,200 Use: Minerals: Original Bill: $3,473.01 Payments: $3,473.01- Acres: Penalt}, Paid: Int Paid: 49.00 Amount Owed: Other: Last Date: 12/07/2011 Total Owed: Penalty: Interest: Note that if payment has been received within the last 10 business days, any returned items may not be posted at this time. Please check the website again. Date Type Transaction # Amount Balance 4/18/2011 Charge 0 $3,473.01 $3,473.01 12/7/201 1 Payment 6563 ($3,473.01) $0.00 Use the print hey for your browser to print a copy of taxes paid for this year. New Search) I Previous littps://taxes.co.frederick.va.us/Applications/REPubliclnquiry/V iewDetail.aspx 4/9/2012 LJ 0 NVALSH COLUCCI LUBELEY EMRICH & WALSII PC Marian B. I larders, AICP, LLLD AP Planner (703) 680-4664 Ext. 5121 mharders (- pN%,.thelandla\\yers.com May 21, 2012 Via Federal Eypress John Bishop Frederick County Planning - Transportation 107 North Kent Street Winchester, Virginia 22601 Re: Proffer Amendment Application, BPG Properties, Ltd. Tax Maps: 33-A-109 & 33-A-110 Dear Mr. Bishop: [d AY 2 2 2012 LFRLDLiilCK COUNTY PI �.1 , r n V.. r)rAlENT —] In connection with the above, enclosed please find one (1) fully executed copy of the Proffer Statement dated May 18, 2012 and one blackline copy identifying the changes recommended by the Planning Commission. Please let nic know if you have any questions or need additional information. Thank you. M B I -I Enclosures: As stated. cc: John Knott (with enclosures) John Foote (w/out enclosures) 110275418.D0Cx Sincerely, WALSII, COLUCCI, LUBELEY, EMRICH & WALSII, P.C. /G Marian B. I-Iardcrs, AICP, LEED AP PHONE 703 680 4664 1 FAx 7o:i 680 6o67 I www.I'll FLANDI.AWYLRS.Cont gild PKINC1. 1YI I.I.1 Ant PA It K1YA Y, SUI'1 r. J00 1 PRINC Ii VVJ LLIAM, VA 22192. ARLINGTON OFFICE 701 528 ,1700 1 LOUDOUN 01:1:10: 703 737 1,6:i'1 ATTORNEYS AT LAW • AMENDED PROFFER STATEMENT REZONING: Proffer Amendment # ^nlencling-plAo--i-s assoi- eated- vi+h-IZ% #(}5-0805-12 Amending -offers associated with RZ #05-08, Rezonin 7 t PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33-A-109; 33-A-110 RECORD OWNER: Frederick Count)' Investors, LLC APPLICANT: BPG Properties, Ltd. PROJECT NAME: I-81 Distribution Centel - DATE OF APPROVAL OF ORIGINAL PROFFERS: September 24, 2008 AMENDED PROFFER SUBMISSION: A1)ri-k9May 18, 2012 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are con- tingent Upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last clay upon which the Frederick County Board of Super- visors' (the "Board") decision grantiiig the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of ref- erence only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick Count),, Virginia, Generalized Development Plan" dated Feb- ruary 9, 2012 (the "GDP"), prepared by Triad Engineering, Inc., subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan re- view, including revisions required for final engineering considerations, code and regulatory compliance, and revisions to parking layout and the location of structures to accommodate the potential for multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions. 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one build- ing or within multiple buildings on the Property. 11027513I .DOC\ 0 • 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structurc(s) for the primary usc(s). In no event shall there be stand-alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the M 1 District, rather than those otherwise applicable to the B3 District. Proffered -Out Uses. The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive-in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Building materials, hardware, garden supply, mobile home dealers and retail nurse- ries, provided that this proffer does not exclude from the Property warehouse facil- ities that store and distribute goods associated with these uses. 2.15 Food stores or groceries. Transportation Mitigation. 3.1. At the entrance to the Property, the Applicant will construct entrance improve- ments consistent Nvith Virginia Department of Transportation (VDOT) require- ments. 3.2. There shall be no more than two entrances to the Property. The first such en- trance shall be constructed along Route 11 in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the in- tersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. The second such entrance (the "South Entrance") shall be located at the south end of the Property as depicted on the GDP 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access ease- 130275131.DOCX nlents over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant ex- pressly approves of the plans for improvements associated with the Future En- trance, such approval not to be Unreasonably withheld. 3.4. At such time as the Future Entrance is constructed as provided herein, the Appli- cant shall close the Initial Entrance and shall pay fifty (50) percent of the total au- dited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) per- cent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be used exclusively for costs associated with improvements necessary for the issuance of a VDOT en- trance permit for the Future Entrance and shall be made to the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the follow- ing conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining payee-1 )ara cols to the north and south of the Property to ac- commodate access to the Future Entrance and to the South Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right-of-way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right-of-way. Such dedication shall be made prior to the approval of the first site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right-of-way, and dedicate an easement to the County for public purposes for such trail, drainage and grading improvements upon written request by the County. The maintenance of the asphalt trial shall be the responsi- bility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00/100 Dollars ($550,000.00) subject to the escalation clause con- tained in these Proffers, to be used for improvements in the Route 11 north corri- dor. Such payment shall be made at the time of issuance of each building permit for a use on the Property, and each such payment shall be in proportion to the square footage of the proposed construction bears to the 750,000 square feet of P0275131.DOCx 0 building authorized hereunder. Such funds may be used by the Board in its dis- cretion for such transportation improvements. 4. Fire and Rescue. The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Freder- ick County at the time of issuance of the First building permit for the Property, for use by the Board in its discretion, for fire and rescue purposes. 5. Site landscaping. 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance § 165-36.B.1, or equivalent) per one hundred linear feet, and twenty-five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 1 1 frontage within the Route 11 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance § 165-36.13.1, or equivalent) in the area between the rear parking area the Property's western prop- erty line at a rate of no fewer than one tree per forty (40') linear feet. Architectural. Pacing materials of buildings facing Route 11 and Interstate 81 shall be primarily of con- crete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simu- lated wood or glass. 7. Site development requirements. 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the Applicant shall construct a split rail fence no more than five feet in height along the Property's Route 1 1 frontage in a location to be determined by the Applicant in consultation Nvith the County. 8. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 110275131.DOCx 0 0 9. Dedication of Right —of -Way for Branson Spring Road Extension. Upon VDOT's approval of a functional plan for the extension of Branson Spring Road through the Property in a location generally consistent with the current termination point of that Road and parallel to the northern property line of the Property (the "Branson Spring Road Ex- tension"), the Applicant shall, upon written request from the County or VDOT, dedicate not more than 100 feet of right-of-way from that property line to the County at no cost. No addi- tional landscaping, buffering or setbacks shall be required of the Applicant as a consequence of such dedication. 10. Escalator. In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contri- butions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI-U from that date eighteen (18) months after the approval of this rezoning to the most recently avail- able CPI-U to the date the contributions are paid, subject to a cap of 6 percent (6%) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] P0275131.DOCx 0 Owner: FREDERICK COUNTY INVESTORS, LLC By: Name: Daniel M. DiLella, Jr. Its: STATE OF COUNTY/CITY OF To -wit: The foregoing instrument was acknowledged before me this _ day of , 2012, by Daniel M. DiLella, Jr., as of Fred- erick County Investors, LLC. NOTARY PUBLIC My commission expires: Registration Number: 110275131.DOCX • Applicant: BPG PROPERTIES, LTD. By: BPG-GP, LLC, its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF COUNTY/CITY OF To -wit: The foregoing instrument was acknowledged before me this _ clay of , 2012, by Daniel M. DiLella, Jr., as Vice President of BPG-GP, LLC, General Partner of BPG Properties, Ltd. NOTARY PUBLIC My commission expires: Registration Number: 110275131.DOC\ W • 14, WALSH COLUCCI LUBELEY EMRICH � 3 & WALSH PC Marian B. Harders. AICP. LEED AP 8 2D12 Planner (703) 6804664 Ext. 5121 mhardersnpw. the I andlawyers. corn April 17 2012 Via Federal Express John Bishop Frederick County Planning - Transportation 107 North Kent Street Winchester, Virginia 22601 Re: Proffer Amendment Application, BPG Properties, Ltd. Tax Maps: 33-A-109 & 33-A-110 Dear Mr. Bishop: In connection with the above, enclosed please find one (1) fully executed copy of the Proffer Statement dated April 9, 2012. Please let me know if you have any questions or need additional information. Thank you. MBH Enclosures: As stated. cc: John Knott (with enclosures) John Foote (w/out enclosures) P0270137-DOCX Sincerely, WALSH, COLUCCI, LUBELEY, EMRICH & WALSH, P.C. 12- Marian B. Harders, AICP, LEED AP PHONE 703 680 4664 I FAX 703 680 6067 / W W W. I'HkI.ANI)I.AWYI KS.COM 4310 PKINCL %VII.1.11AM PAKKWAY, SUIIF. ;00 I Ilk IN( E W1I.I.IAM. VA 22192 ARLINGTON OFFICE: 701 .S28 4700 1 LOUDOUN OFFICE. 703 737 16';; ATTORNEYS AT LAW • r 19, WALSH COLUCCI LCBELEY EMRICH & WALSH PC Marian B. Harders. AICP. LEED AP Planner (703) 6804664 Ext. 5121 mharders(a_lpw. theland lawyers. com April 9 2012 Via Federal Express Mark Cheran Frederick County Department of Planning & Development 107 North Kent Street Winchester, Virginia 22601 Re: Proffer Amendment Application, BPG Properties, Ltd. Tax Maps: 33-A-109 & 33-A-110 Dear Mr. Cheran: �02012 In connection with the above -referenced matter, enclosed for your review and comment are the following application materials: 1. One fully executed copy of the application form. 2. One fully executed copy of the Special Limited Power of Attorney form. 3. A check in the amount of $1,000.00, made payable to Treasurer of Frederick County, for the filing fee. 4. One copy of the Deed to the property. 5. One copy of the current Frederick County real estate tax summary sheets, verifying taxes paid for Tax Maps 33-A-109 & 33-A-110. 6. One copy of the Adjoining Property Owners list. 7. One copy of the Narrative Statement, dated February 27, 2012. 8. One clean and one blackline copy of the Amended Proffer Statement, dated April 9, 2012. Please note a fully executed copy of the Proffer Statement will be provided to you prior to the Planning Commission meeting. 9. Completed agency comment sheets from the following reviewing agencies: a. Virginia Department of Transportation, dated April 4, 2012, signed by Lloyd A. Ingram. PHONE 703 630 4664 1 I;Ax 7o.j 68o bo67 1 W W W.I'llIA.AN1)1.AWYl KS.COM 4310 PRINCE WILLIAM PAKKWAY, SU11E. JOO I 1'KIKCE WILLIAM, VA 22192 ARLINGTON OFFICE: 703 528 4700 1 LOUDOUN OFFICE: 703 737 J633 ATTORNEYS AT LAW Mark Cheran April 9, 2012 Page 2 b. Frederick County Fire Marshal, dated March 30, 2012, signed by S. Mark Showers. 10. One 11 x 17 copy of the ALTA/ACSM Survey of the Property, last revised November 14, 2008; including a vicinity/location slap. 11. One full size copy of the Generalized Development Plan, prepared by Triad Engineering, Inc., dated February 9, 2012. It is our understanding this Proffer Amendment request will be processed administratively, pursuant to Section 165-102.06 of the "Zoning Ordinance. The enclosed submission material was prepared under the guidance of County Staff and with the support of specified review agencies (see above). Once you have had chance to review the material, please contact my office immediately should you have questions or require additional information (703.680.4664). Sincerely, WALSI-I, COLUCCI, LUBELEY, EMRICI-I & WALSI-I, P.C. Marian B. I larders, AICP, LLED AP MBIJ Enclosures: As stated. cc: John Knott (with enclosures) John Foote (w/out enclosures) 110269123. DOCX • 0. COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 FAX: 540/ 665-6395 NOTIFICATION OF PLANNING COMMISSION MFFTING May 9, 2012 TO: THE APPLICANTS) AND/OR ADJOINING PROPERTY OWNER(S) RC: REZONING APPLICATION 405-12 FOR BPG PROPERTIES The Frederick County Board of Supervisors will be meeting on Wednesday, May 23, at 7:15 p.m. in the Board Room of the Frederick County Administration Building at 107 North Kent Street, Winchester, Virginia to consider the following application: Rezoning 805-12 of BPG Properties, submitted by Walsh COILICCI Lubeley Emrich & Walsh PC, to revise proffers associated with Rezoning 1105-08, approved by the Board of Supervisors on September 24, 2008. This revision relates to the "Transportation Mitigation" section of the proffers. The properties are located approximately .61 miles north of the Route 11 intersection with Cedar Hill (Route 671), bounded on the west by Interstate 81 and on the east by Martinsburg Pike (Route 11), in the Stonewall Magisterial District, and are identified by Property Identification Numbers 33-A-109 and 33- A- 110. A copy of the application will be available for review at the Handley Library and the Bowman Library the week of the meeting, or at the Department of Planning and Development located at 107 North Kent Street in Winchester, Virginia, or by calling (540) 665-5651. You can also visit us on the web at: www.co.fi-ederick.vaA1S. Sincerely, ohn A. Bishop, A C- 1 Deputy Director of Transportation JAB/bad 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 • u This is to certif, ghat the attached corl-esponclence was mailed to the following oil 1q from the Department of'Planning and Development, Frederick COLlllty, V11•glllld: 33 • A• 87•B 33 . A• . 109• COOK DAVID C FREDERICK COUNTY INVESTORS LLC 4030 MARTINSBURG PIKE CIO THOMSON PTS CLEAR BROOK VA 22624 1536 PO BOX 34472 WASHINGTON DC 20043.4472 33 . A- • 87- RUSSELL GLEN E TRUSTEE Walsh Colucci Lubeley Emrich & W,ilsh, PC RUSSELL JUDY S TRUSTEE 4310 Prince William Parkway 2619 WOODSIDE RD Prince William, VA 22192 CLEAR BROOK VA 22624 1355 33 . A• - 105-B 33 -A- - 111- MARTINSBURG PIKE ASSOCIATES LLC BRAGG DAVID LEE 4150 MARTINSBURG PIKE PO BOX 174 CLEAR BROOK VA 22624.0174 CLEAR BROOK VA 22624.1534 33 • A• . 112- FAIRFIELD FARM OF FREDERICK COLLC 2897 MARTINSBURG PIKE STEPHENSON VA 22656.1721 33 • A• . 108- CLINE DONALD S. 4123 MARTINSBURG PIKE CLEAR BROOK VA 22624.1535 33 - A- - 86-A BOYCEKAY PO BOX 67-- CLEAR BROOK VA 22624-0067 %-i�- :I'olui A. I3is oj-), I mills NO: ion Planner I,redcrig< CCo.u+l ,inning Dept. STATE OF VIRGINIA COUNTY OF FREDERICK, I , , � � , a Notary Public in and for the State and County aforesaid, hereby certify the John A. Bishop, Transportation Planner for the Department of Planim g and Development, whose name is signed to the foregoing, elated has personally appeared bcfoi-c me and acknowlcclgccl the same in Illy State anti County aforesaid. Given under my hand this — `� clay of�' My Commission expires Oil BEVERLY H. DELLINGER NOTARY PUBLIC REGISTRATION M 331878 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES JULY31, 2015 4AalY UI3LIC • COUNTY of FREDRRICK Department of Planning and Development 540/665-5651 FAX: 540/665-6395 NOTIFICATION OF PLANNING COMMISSION MELTING May 3, 2012 TO: THE APPLICANTS) AND/OR ADJOINING PROPERTY OWNER(S) RE: REZONING APPLICATION #05-12 FOR BPG PROPERTIES The Frederick County Planning Commission will be meeting on Wednesday, May 16, at 7:00 p.m. in the Board Room of the Frederick County Administration Building at 107 North Kent Street, Winchester, Virginia to consider the following application: Rezoning #05-12 of BPG Properties, submitted by Walsh Colucci Lubeley Emrich & Walsh PC, to revise proffers associated with Rezoning #05-08, approved by the Board of Supervisors on September 24, 2008. This revision relates to the "Transportation Mitigation" section of the proffers. The properties are located approximately .61 miles north of the Route 11 intersection with Cedar Hill (Route 671), bounded on the west by Interstate 81 and on the cast by Martinsburg Pike (Route 11), in the Stonewall Magisterial District, and are identified by Property Identification Numbers 33-A-109 and 33- A-110. A copy of the application will be available for review at the Handley Library and the Bowman Library the week of the meeting, or at the Department of Planning and Development located at 107 North Kent Street in Winchester, Virginia, or by calling (540) 665-5651. You can also visit us on the web at: www.co. frederick.va. us. Sincerely, - John A. Bishop, AICP Deputy Director of Transportation JAB/bad 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 This is to certify the t the attached corresponclence was mailed t0 the following on from the Department ol'Planning and Development, I rederick County, Virginia. 33 - A- - 109- FREDERICK COUNTY INVESTORS LLC CIO THOMSON PTS PO BOX 34472 WASHINGTON DC 20043.4472 Walsh COIUCCI Lubeley Emrich & Walsh, PC 4310 Princc William Parkway PriIlce William, VA 22192 33 -A- -111- BRAGG DAVID LEE PO BOX 174 CLEAR BROOK VA 22624.0174 33 - A- - 112- FAIRFIELD FARM OF FREDERICK COLLC 2897 MARTINSBURG PIKE STEPHENSON VA 22656.1721 33 - A- - 108- CLINE DONALD S. 4123 MARTINSBURG PIKE CLEAR BROOK VA 22624.1535 33 - A- - 86-A BOYCEKAY PO BOX 67 CLEAR BROOK VA 22624.0067 STATE OF VIRGINIA COUNTY OF FREDERICK 33 -A- - 87-B COOK DAVID C 4030 MARTINSBURG PIKE CLEAR BROOK VA 22624.1536 33 - A- - 87- RUSSELL GLEN E TRUSTEE RUSSELL JUDY S TRUSTEE 2619 WOODSIDE RD CLEAR BROOK VA 22624-1355 33 - A- - 105-B MARTINSBURG PIKE ASSOCIATES LLC 4150 MARTINSBURG PIKE CLEAR BROOK VA 22624.1534 A. B�d1Q>�,"�ran_�___ ��_nrn•I�il Planner I'rederlck COUllty Planning Dept. I Notary Public in and for the State and County aforesaid, CIO 1 rcby certify that John ishop, Transportation Planner for the Department of Plannin J a nc Development, whose name is signed to the foregoing, dated Z , has personally appeared bclol•c me and acknowlcclged the saltine ii 111y Slate nd County aforesaid. Given under my hand this —lh-4 day of N/ly commission expires Oil U � ,W::..�.. BEVERLY H. DELLINGE.R NOTARY PUBLICREGISTRI� COMM.0"MI ALOTH OF VIRGBINIA NOTARY P I LIC �•Jf'� MY CU?n!v!i;S!'_)id F�,PiY,[S JULY 31, 2015 Proms 33-R-10�/� Adjoining Property Owners Rezoning 00:BAPBAPA-DATA PR OCESSING FROM : BEV - Planning Dept. Please p int I sets of labels by THA NK�I Owners of property adjoining the land will be notified of the Planning Commission and the Board of Supervisors meetings. For the purpose of this application, adjoining property is any property abutting the requested property on the side or rear or any property directly across a public right-of-way, a private right-of-way, or a watercourse from the requested property. The applicant is required to obtain the following information on each adjoining property including the parcel identification number which may be obtained from the office of the Commissioner of Revenue. The Commissioner of the Revenue is located on the 2nd floor of the Frederick County Administrative Building, 107 North Kent Street. Name and Property Identification Dumber Address Name D%7id lee BM= P O Bic 174 Property # 33-A-111 Name Qar1Ps W Sr & Joline 3jq=r3 2897 fVb tir Pile (I , VA 22656 Property', 33-A-112 Named S. �� 4123 NRtLrnbzg Pike Q� , VA 22624 Property # 33— -108 Name yay NL B;a,,�Ce P O Bic 67 Ckudrcck, VA 22624 Property # 33-A-8EA.-' Name ItaV M Baym P O BDc 67 Q,Emk, VA 22624 Property # 33-A-86B Name Livid C. Cbzk 4030 NRtirdzzg Pike VA 22624 Property # 33-A$1 Name OM E. & JuJy S. Idi3mL 2619 Wmdsirb Fted Clemtrnck, VA 22624 Property # 33-A-87 " Name airfield Fin of Fre:]_ Cb., ILC 2897 Mntir§azg Pike -EbqJ-Er=, VA 22656 Property # 33-12-24 / Name �g Pike Ate., I.IC 4150 t43tin§,n-q PiRe Qemdzmcc VA 22624 Property # 33•-A-105B v 14 N Vd a .E S REQUESTING AGENT: DEPT. OF GEOGRAPHIC INFORMATION SYSTEMS FREDERICK COUNTY, V^TRGINIA WORKREQUEST DATE RECEIVED: ��- �- REQUESTED COMPLETION DATE: Department, Agency, or Company:_ Mailing and/or Billing Address: Telephone: E-mail Address: ESTIMATED COST OF PROJECT: FAX: DESCRIPTION OF REQUEST: (Write additional information -on -back -of request)...... f5-z- D �( DIGITAL: PAPER:_ FAX:---_- E- SIZES: NUMBER OF COPIES: COLOR: BLACKIWIETE:_______--- STAFF MEMBER: COMPLETION DATE: MATERIALS: DATE OF PICK-UP/DELIVERY: AMOUNT DUE:_ AMOUNT BILLED: METHOD OF PAY-MENT: HOURS REQUIRED: AMOUNT PAID: CHECK NO.# Frederick Col my GIS, 107 North Kent Street, Winchester, VA 22601, (540)665-5651) S.iR•'aZ'�•-a Ste 's.]R1tRAM 1•I!= C R Y� ar _ _.. _.., _ '. ___ �.. _ _- __.. .._ ____ �.:.�--._.___�. ..-_... _^ _.tom%=• __ - - .- __ c ... Document Approval Form PLEASE REVIEW TEE ATTA= • •CIJNIEIF = DOCTJNENT NEM• • APPROVALAPPROVAL PLEASE nq� A.ND PROVIDE TBE DATE AND IBM OF YOUR •• is WE LF i� i i iar i• �► i ice► P COAOIEVM AS To WHAT • i i W017LD LLICETO HA VE COA&LETE7X LNrnAIS DATE & TE E Candice 11h L=M Eric M John CONMff S: Rczeivc3 by Clerical Staff (Date & T- e):